EMPLOYMENT AND NON-COMPETITION AGREEMENT
XXXXXXXXXXX X. XXXXX
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement"), dated
as of November 1, 1996, is between Glasgal Communications, Inc., a Delaware
corporation (the "Employer") and Xxxxxxxxxxx X. Xxxxx (the "Employee").
WHEREAS, the Employee currently serves as Chief Executive Officer of
Datatec Industries, Inc.("Datatec"); and
WHEREAS, the Employer has acquired all of the issued and outstanding
capital stock of Datatec; and
WHEREAS, the Employer and the Employee desire to continue his
employment on the terms and conditions set forth below;
NOW, THEREFORE, it is hereby agreed as follows:
SECTION 1. EMPLOYMENT. The Employer hereby employs the Employee, and
the Employee hereby accepts employment, upon the terms and subject to the
conditions hereinafter set forth.
SECTION 2. DUTIES. The Employee shall be employed as President and
Chief Executive Officer of the Employer's Datatec Division. Promptly after
execution of this Agreement, the Employer shall combine the business operations
of the Employer and its subsidiaries, HH Communications Inc., Signatel Ltd., and
Datatec, into the Datatec Division, except that the Employer's Strategic
Business Units, for management purposes, and its Computer-Aided Software
Integration, Inc. subsidiary, for any purposes, shall not be included in the
Datatec Division. In his capacity as President of the Datatec Division, the
Employee shall be responsible for supervising the following functions of the
Datatec Division: Sales, customer service, technical support, project
management, field service, staging and integration, purchasing, accounting,
administration and financial functions. The Employee shall not be responsible
for supervising the legal matters of the Datatec Division. The Employee shall
also serve as Chief Executive Officer of Datatec and have such other
responsibilities and duties as are assigned by the Employer's Board of Directors
(the "Board") and as are consistent with the position of President of the
Datatec Division. The Employee agrees to devote his full time and best efforts
to the performance of his duties to the Employer. The Employee shall also serve
as a Director of the Employer, to the extent elected by the stockholders of
Employer Datatec during the initial and any extended term of this Agreement;
provided, however, that the Employee shall immediately be appointed as a
Director of the Employee, to serve in such initial term until the next annual
meeting of stockholders of the Employer. The Employer shall cause the Board of
Directors of each subsidiary within the Datatec Division to cause its respective
executive officers to directly report to the Employee and to accede to his
authority as
President of the Datatec Division, as such authority is set forth in this
Section.
SECTION 3. TERM. The initial term of employment of the Employee
hereunder shall commence on the date hereof (the "Commencement Date") and shall
continue until October 31, 1999 (the "Initial Term") unless earlier terminated
pursuant to SECTION 6.
SECTION 4. COMPENSATION AND BENEFITS. Until the termination of the
Employee's employment hereunder, in consideration for the services of the
Employee hereunder, the Employer shall compensate the Employee as follows:
(a) BASE SALARY.
(i) The Employer shall pay the Employee, in accordance
with the Employer's then current payroll practices,
a base salary (the "Base Salary"). The Base Salary
will be paid at an annual rate of $250,000.
(ii) Base Salary shall be increased annually, beginning
November 1, 1997, by a percentage equal to the
percentage by which the Consumers Price Index for
Urban Wage Borrowers and Clerical Workers: Xxx
Xxxx, X.X. - Xxxxxxxxxxxx Xxx Xxxxxx (0000-00
equals 100), as published by the Bureau of Labor
Statistics of the United States Department of
Labor, shall have increased over the preceding
year.
(iii) The adjustment provided for inss.4(a)(ii) shall be
made as soon after November 1 of each year as
possible, but in no event later than fifteen (15)
days after the date upon which the Bureau of Labor
publishes its consumer price index statistics for
the month of September. Any portion of an increase
in the Executive's compensation retroactively due
shall be payable immediately upon determination of
the adjustment. If publication of the Consumer
Price Index is discontinued, the parties hereto
shall accept comparable statistics on the cost of
living for the New York, N.Y. - Northeastern New
Jersey area as computed and published by an agency
of the United States or by a responsible financial
periodical of recognized authority then to be
selected by the parties.
(b) FIRST INCENTIVE BONUS.
(i) The Employer shall pay the Employee a non-
discretionary bonus (the "First Incentive Bonus")
of $190,000 for each year of the term of this
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Agreement if Actual EBIT, as defined below, for any
one-year period during the term hereof ending
October 31 exceeds Actual EBIT for the next
preceding one year period. It will be assumed
during the term of this Agreement that the Employee
will earn the First Incentive Bonus, and,
accordingly, an amount equal to the maximum First
Incentive Bonus for each year will be paid ratably
in equal installments along with the Employee's
regular payments of Base Salary; provided, however,
that in the event in any year of the term of this
Agreement the First Incentive Bonus is not earned
in accordance with the above requirements, then the
Employee shall return the unearned portion of the
First Incentive Bonus, to the extent paid to the
Employee, within thirty (30) days of being notified
by the Employer that the First Incentive Bonus was
not earned, or at the option of the Employer, the
Employer may withhold amounts due to the Employer
hereunder in satisfaction of such claim.
Notwithstanding the foregoing, the First Incentive
Bonus shall be paid for the one year period ending
October 31, 1997 regardless of whether Actual EBIT
for such year exceeds Actual EBIT for the next
preceding year, and such payment obligation is
deemed absolute and non-contingent.
(ii) In the event Actual EBIT for any one-year period
ending October 31, except October 31, 1997, shall
be less than Actual EBIT for the next preceding
one-year period, the First Incentive Bonus for such
year shall be equal to $190,000 less 2% of such
amount for each 1% of difference between Actual
EBIT for the current one-year period and Actual
EBIT for the next preceding year. For example, if
Actual EBIT at October 31, 1997 were $10,000,000
and Actual EBIT for October 31, 1998 were
$9,000,000, the First Incentive Bonus for the year
ended October 31, 1998 would be $152,000, computed
as follows:
$10,000,000 - $9,000,000 = $1,000,000
$1,000,000 = 10% of $10,000,000
Thus, with a reduction of 2% for each 1%
difference, there would be a 20% reduction in the
First Incentive Bonus: $190,000 -(20% x $190,000) =
$190,000 - $38,000 = $152,000.
"Actual EBIT" means, with respect to any one-year
period ending October 31 during the term hereof,
the sum of (i) the unaudited consolidated net
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income (or loss) of the Employer for such year,
extrapolated from the financial statements of the
Employer filed with the Securities and Exchange
Commission, excluding therefrom the financial
statement effects of the Employer's CASI subsidiary
and any other subsidiary of the Employer which may
in the future be acquired, calculated in accordance
with generally accepted accounting principles
consistently applied and further excluding
therefrom any extraordinary items of income or
loss; and (ii) all amounts deducted in the
computation thereof on account of (A) income taxes,
(B) interest expense, (C) the Supplemental Bonuses,
as defined below, (D) management or similar fees
paid by subsidiaries of the Employer within the
Datatec Division to the Employer, (E) all Employer
holding company costs, including without
limitation, costs of or relating to the Chairman
and Chief Executive Officer of the Employer and
their respective staffs and the costs of or
relating to the Chief Financial Officer of the
Employer and his staff, including without
limitation, accounting and auditing costs; legal
costs, finance and administration, and costs of
management information systems, and (F) fees paid
by the Employer to any investment banking firm,
venture capital firm or similar firm or any
affiliates of such firm during such year.
Notwithstanding the foregoing, any expenses
incurred by the Employer specifically for the
benefit of the Datatec Division at the request of
the Datatec Division, or as may reasonably be
determined by the Employer to be required, shall be
deducted from EBIT.
(c) SUPPLEMENTAL BONUSES. The Employee shall also receive from the
Employer on a non-discretionary basis the following
supplemental bonuses (the "Supplemental Bonuses"):
(i) (A) For the period November 1, 1996 through
October 31, 1997 the Employee shall be paid
an amount equal to five (5%) PERCENT OF THE
FIRST $1,000,000, or part thereof, by which
Actual EBIT exceeds $8,100,000, plus six
(6%) percent of the amount by which Actual
EBIT exceeds $9,100,000. Said amount shall
be paid in full within fifteen (15) business
days from the date the applicable financial
statements have been released by the
Employer.
(B) Prior to October 31, 1997 and October 31,
1998, respectively, Xxxxx Xxxx, or any other
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duly authorized officer of the Employer, and
the Employee shall in good faith negotiate
projected EBIT ("Projected EBIT") for the
years of the term hereof ended October 31,
1998 and October 31, 1999, respectively. In
each year that Actual EBIT exceeds the
Projected EBIT for such year, the Employee
shall be paid an amount equal to five(5%)
percent of the first $1,000,000 of such
excess EBIT, plus six (6%) percent of the
amount by which Actual EBIT exceeds
$1,000,000 in excess of Projected EBIT for
such year. Said amounts shall be paid at the
time set forth in ss.4(c)(i)(A).
(ii) (A) If Actual EBIT for the year November 1, 1996
through October 31, 1997 equals or exceeds
$8,100,000, the Employee shall receive
options to purchase 25,000 shares of Glasgal
common stock, $.001 par value (the "Stock"),
plus options to purchase such number of
additional shares of Stock equal to fifteen
(15%) percent of the Actual EBIT in excess
of $8,100,000. For example, if Actual EBIT
at October 31, 1997 were $9,100,000, the
Employee would receive 25,000 options to
purchase Stock plus 150,000 options to
purchase Stock computed as follows: 25,000 +
(15% x $9,100,000 - 8,100,000) = 25,000 +
(15% x 1,000,000) = 25,000 + 150,000 =
175,000 options.
(B) If in each of the years ending October 31,
1998 and October 31, 1999, the Employer's
Actual EBIT equals or exceeds the Projected
EBIT for such year, the Employee shall
receive options to purchase 25,000 shares of
stock plus such number of additional options
equal to fifteen (15%) percent of the
difference, if any, between Actual EBIT and
Projected EBIT.
(C) All stock options shall have an exercise
price equal to the average closing price of
the Stock as quoted in the NASDAQ Small Cap
Market or, if not quoted there, on the
principal stock exchange on which the
Employer's stock is traded, as such price is
reported in the Wall Street Journal, Eastern
Edition for the five (5) trading days next
preceding the date of grant.
(D) Options to be granted hereunder shall be
granted on the date that the applicable
financial statements are released by the
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Employer, and shall be fully vested upon
grant; provided, however, that one-third -
(33-1/3%) of the options granted for any
year of the term of this Agreement shall be
exercisable immediately and one-third (33-
1/3%) shall be exercisable on and after each
of the next succeeding anniversary dates of
grant..
(E) All options granted pursuant to this
Agreement shall be exercisable for a period
of ten (10) years. The Employer shall not
later than the date of its next annual
shareholders meeting, put into effect a
stock option plan pursuant to which the
options granted hereunder will be issued,
and shall use its best efforts to register
the shares underlying the options to be
issued to the Employee
(d) VACATION. The Employee shall be entitled to four (4) weeks
vacation each calendar year. Any vacation shall be taken at
the reasonable and mutual convenience of the Employer and the
Employee.
(e) INSURANCE; OTHER BENEFITS. Accident, long-term disability
income, life and health insurance for the Employee shall be
provided by the Employer under group accident, life and health
insurance plans maintained by the Employer for its full-time
senior executive officers as such employment benefits may be
modified from time to time by the Employer for all full-time
senior executive officers. Such insurance and other benefits
shall not be less than that provided by the Employer to its
senior executive officers. The amount and extent of such
coverage shall be subject to the discretion of the Board. In
addition, all non-group policies on the life of the Employee
currently paid for by Datatec shall continue to be paid by the
Employer during the first year of the term of this Agreement,
and the Employee shall thereafter become the owner of all such
policies. The Employee represents that the approximate amount
of premiums with respect to such policies is $20,000 per year.
(f) CAR ALLOWANCE. In connection with the Employee's employment,
the Employee shall from time to time be required to travel by
automobile on the Employer's business. Accordingly, the
Employer shall provide to the Employee an automobile
equivalent to the current automobile provided by Datatec and
shall also pay for all maintenance, service and insurance
charges..
(g) MEMBERSHIPS. The Employer will pay during the term of this
Agreement all of the Employee's membership fees
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for the Young President's Organization ("YPO") and all
expenses incurred by the Employee in attending Members,
Members and Spouse, and Members and Family events sponsored by
YPO. It is acknowledged by the Employer that the Employee's
attendance at such events is in the best interests of the
Employer and that time expended at such events is not to be
considered vacation or personal time.
SECTION 5. EXPENSES. In addition to the foregoing, the Employer shall
pay or reimburse the Employee for all reasonable out-of-pocket expenses incurred
by the Employee in the performance of his duties hereunder upon presentation of
appropriate vouchers therefor. The Employee shall be entitled to the class of
accommodations and transportation customarily provided to the senior executives
of the Employer when traveling on behalf of the Employer.
SECTION 6. TERMINATION. The Employee's employment hereunder shall
commence on the Commencement Date and continue until the expiration of the
Initial Term, and any extension of such term pursuant to SECTION 3, except that
the employment of the Employee hereunder shall earlier terminate:
(a) DEATH OR TOTAL DISABILITY. Upon the death of the Employee
during the term of his employment hereunder or, at the option
of the Employer, in the event of the Employee's total
disability, upon sixty (60) days' written notice from the
Employer. The Employee shall be deemed totally disabled if he
meets the criteria for disability under the Employer's
disability insurance policy for 180 days, consecutive or 270
days non- consecutive, in any twelve (12) month period. If
there is no disability policy in effect, the Employee shall be
deemed totally disabled if he shall be unable, due to physical
or mental illness, injury or incapacity, to perform his
regular full time duties as President and Chief Executive
Officer of the Datatec Division and as Chief Executive Officer
of Datatec for the periods set forth above in this SECTION
6(a).
(b) FOR CAUSE. For "Cause" immediately upon written notice by the
Employer to the Employee; provided, that the Employer may not
terminate the Employee for Cause unless (i) such termination
has been approved by the affirmative vote or consent of a
majority of the directors on the Board (excluding the
Employee) prior to the time of such termination; and (ii) not
later than 30 days prior to the effective date of such
termination, the Employee shall be given the opportunity to
appear before the Board, represented by counsel, to address
the grounds for such termination. For purposes of this
Agreement, a termination shall be for Cause if the Board shall
determine that any one or more of the following has occurred:
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(i) acceptance of any unlawful bribe or kickback with
respect to the Employer's business; or
(ii) the Employee shall have been convicted by a court
of competent jurisdiction of, or pleaded guilty to,
any felony which the Board reasonably determines in
its discretion would materially affect or impair in
any way (A) the Employee's ability to perform his
duties hereunder or (B) the reputation or operation
of the Employer's business or (C) the relationship
between the Employer and its suppliers, customers
or employees; or
(iii) the Employee shall have committed a breach of any
of the covenants, terms and provisions of ss.9
hereof or a material breach of any of the
covenants, terms and provisions of ss.8 hereof; or
(iv) the Employee shall have breached any one or more of
the provisions of this Agreement (excluding ss.ss.8
and 9 hereof) and such breach shall have continued
for a period of thirty (30) days after written
notice to the Employee specifying such breach in
reasonable detail; or
(v) the Employee shall have refused, after explicit
written notice, to obey any lawful resolution of or
direction by the Board which is consistent with
this Agreement and his duties hereunder.
(c) TERMINATION WITHOUT CAUSE. Upon ninety (90) days written
notice by either the Employee or the Employer to the other
party hereto. For purposes of this Agreement, the Employee
shall be deemed to have been terminated WITHOUT CAUSE if the
termination is (i) initiated by the Employer and not based
substantially on any reason included in the above definition
of Cause or (ii) if the Employee terminates his employment
hereunder for Good Reason upon ninety (90) days written notice
to the Employer. The Employee shall be entitled to terminate
his employment for Good Reason if any of the following occur:
(i) the Employee is assigned duties which are
inconsistent with the position or responsibilities
associated with his position as President and Chief
Executive Officer of the Employer's Datatec
Division or as Chief Executive Officer of Datatec;
(ii) If the Datatec Division (or any part thereof) shall
merge or consolidate into or transfer substantially
all of its assets to, or become a majority owned
subsidiary of, another
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corporation, and the Employee is not then elected
and/or appointed to a position of responsibility in
any such surviving, new or purchasing corporation
equivalent to that provided in SECTION 2 hereof;
(iii) the Employer requires the Employee to perform his
duties hereunder principally at any location
outside a radius of fifty (50) miles from
Fairfield, New Jersey, and he notifies the Employer
within 30 days after notification of such
relocation that he is unwilling to continue his
employment hereunder at such location; and
(iv) he is removed or not nominated as a Director of the
Employer or Datatec for any reason other than for
Cause as defined in SECTION 6(b) hereof.
(d) RIGHTS AND REMEDIES ON TERMINATION.
(i) If the Employer shall terminate the Employee's
employment hereunder pursuant to SECTION 6(c)
hereof, then (A) the Employee shall be entitled to
receive, as severance pay, payment, in accordance
with the Employer's then current payroll practices,
of his Base Salary in effect at the time of his
termination, his First Incentive Bonus, and his
Supplemental Bonus for the remainder of the Initial
Term provided, further that the Employee shall not
be required to mitigate his damages during such
period and the Employer shall not be entitled to
reduce or offset the amount payable by the Employer
under this SECTION 6(d)(i) by any income received
by the Employee pursuant to any new employment so
long as the Employee is complying with ss.9 hereof.
The Employee shall also be entitled to receive the
benefits and consideration provided in
xx.xx.(4)(e)-(g) hereof.
(ii) If the Employee's employment hereunder is
terminated pursuant to ss.6(a) hereof, then the
Employee (or his estate, as applicable) shall be
entitled to receive within 30 days following the
completion of the Employer's financial statements
for the year of this Agreement during which such
termination occurs, a prorated portion of the First
Incentive Bonus and Supplemental Bonuses (if any)
for the fiscal year in which his termination occurs
determined by multiplying (1) the full amount of
the First Incentive Bonus and Supplemental Bonuses
(if any) that would have been payable to the
Employee pursuant to SECTION 4(b) and 4(c) hereof
if his employment hereunder had not been terminated
by (2) a fraction, the
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numerator of which is the number of days elapsed
during such fiscal year prior to the Employee's
termination and the denominator of which is 365,
and (c) a pro rated portion of the Options to
Acquire Common Stock which would have been issued
to the Employee on the next anniversary date
specified in SECTION 4(c) hereof computed in the
manner provided in this SECTION 6(d)(ii), except
that the numerator shall be 365.
(iii) Except as otherwise set forth in this SECTION 6(d),
the Employee shall not be entitled to any severance
or other compensation after termination other than
payment of any portion of his Base Salary, First
Incentive Bonus and Supplemental Bonuses through
the date of his termination and any expense
reimbursements under SECTION 5 hereof for expenses
incurred in the performance of his duties prior to
termination. If such termination is not at the end
of a period in which measurement of EBIT takes
place for purposes of this Agreement, the
Supplemental Bonuses shall be determined by the
Board of Directors in good faith.
SECTION 7. INVENTIONS; ASSIGNMENT. All rights to discoveries,
inventions, improvements, and innovations (including all data and records
pertaining thereto) related to the Employer's business, whether or not
patentable, copyrightable, registerable as a trademark, or reduced to writing,
that the Employee may discover, invent or originate during the term of his
employment hereunder or during his previous employment by the Employer, either
alone or with others and during working hours or by the use of the facilities of
the Employer ("Inventions"), shall be the exclusive property of the Employer.
The Employee shall promptly disclose all Inventions to the Employer, shall
execute at the request of the Employer any assignments or other documents the
Employer may deem necessary to protect or perfect its right therein, and shall
assist the Employer, at the Employer's expense, in obtaining, defending and
enforcing the Employer's rights therein. The Employee hereby appoints the
Employer as his attorney-in-fact to execute on his behalf any assignments or
other documents deemed necessary by the Employer to protect or perfect its right
to any Inventions.
SECTION 8. CONFIDENTIAL INFORMATION. The Employee recognizes and
acknowledges that certain assets of the Employer, including without limitation
information regarding customers, pricing policies, methods of operation,
proprietary computer programs, sales, products, profits, costs, markets, key
personnel, formulae, product applications, technical processes, and trade
secrets (hereinafter called "Confidential Information") are valuable, special,
and unique assets of the Employer and its affiliates. The Employee shall not,
during or after his term of employment, disclose any part of the Confidential
Information to
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any person, firm, corporation, association, or any other entity for any reason
or purpose whatsoever, directly or indirectly, except as may be required
pursuant to his employment hereunder, provided, that Confidential Information
shall in no event include (a) Confidential Information which was generally
available to the public at the time of disclosure by the Employer or (b)
Confidential Information which becomes publicly available other than as a
consequence of the breach of the Employee of his confidentiality obligations
hereunder. In the event of the termination of his employment, whether voluntary
or involuntary and whether by the Employer or the Employee, the Employee shall
deliver to the Employer all documents and data pertaining to the Confidential
information and shall not take with him any documents data of any kind or any
reproductions (in whole or in part) or extracts of any items relating to the
Confidential Information.
SECTION 9. NON-COMPETITION. During the term of the Employee's
employment hereunder, or during any period (and for a period of three (3) years
thereafter) that the Employer is compensating the Employee in accordance with
SECTION 6(d) hereof as a result of terminating the Employee's employment without
Cause, and until three (3) years after any other termination of the Employee's
employment hereunder, the Employee will not engage, directly or indirectly,
alone or as a shareholder (other than as a holder of less than five percent (5%)
of the common stock of any publicly traded corporation), partner, officer,
member, director, employee or consultant of any other business organization that
is engaged or becomes engaged in the manufacture, production, distribution or
sale of products or the provision of services which compete with the products
manufactured, produced, distributed or sold by the Employer or with the services
provided by the Employer or compete in any other business activity that the
Employer is conducting at the time of the Employee's termination, or solicit or
encourage any officer, employee or consultant of the Employer or to leave its
employ for alternative employment. The Employee will continue to be bound by the
provisions of this SECTION 9 until their expiration, and shall not be entitled
to any compensation from the Employer with respect thereto except as may be
provided in SECTION 6(d) hereof. If at any time the provisions of this SECTION 9
shall be determined to be invalid or unenforceable, by reason of being vague or
unreasonable as to area, duration or scope of activity, this ss.9 shall be
considered divisible and shall become and be immediately amended to only such
area, duration and scope of activity as shall be determined to be reasonable and
enforceable by the court or other body having jurisdiction over the matter; and
the Employee agrees that this SECTION 9 as so amended shall be valid and binding
as though any invalid or unenforceable provision had not been included herein.
SECTION 10. MISCELLANEOUS.
(a) INDEMNIFICATION. The By-Laws of the Employer shall indemnify
the Employee in his capacity as an officer,
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director and agent of the Employer and provide for advances of
expenses, including without limitation legal fees and costs,
incurred in defense of any claim against him to the fullest
extent permitted under Delaware law and shall further provide
that such indemnification shall be a contract right.
(b) D & O INSURANCE. The Employer shall purchase directors' and
officers' liability insurance in the minimum amount of
$1,000,000.
SECTION 11. GENERAL.
(a) NOTICES. All notices and other communications hereunder shall
be in writing or by written telecommunication, and shall be
deemed to have been duly given if delivered personally or if
mailed by certified mail, return receipt requested, postage
prepaid or sent by written telecommunication or telecopy, to
the relevant address set forth below, or to such other address
as the recipient of such notice or communication shall have
specified to the other party hereto in accordance with this
SECTION 11(a):
If to the Employee, to:
Xxxxxxxxxxx X. Xxxxx
000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxxx,X.X. 00000
With copies to:
Xxxx X. Xxxxxx, Esq.
Podvey, Sachs, Meanor, Catenacci,
Xxxxxxx & Xxxxxxxxxx
Xxx Xxxxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
If to the Employer, to:
Glasgal Communications, Inc.
000 Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000
With copies to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, X.X. 00000
(b) EQUITABLE REMEDIES. Each of the parties hereto acknowledges
and agrees that upon any breach by the Employee of his
obligations under SECTIONS 7, 8 and 9 hereof, the Employer
will have no adequate remedy at law, and accordingly will be
entitled to specific performance and other appropriate
injunctive and equitable relief.
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(c) SEVERABILITY. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect under any
law, the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be affected
or impaired.
(d) WAIVERS. No delay or omission by either party hereto in
exercising any right, power or privilege hereunder shall
impair such right, power or privilege, nor shall any single or
partial exercise of any such right, power or privilege
preclude any further exercise thereof or the exercise of any
other right, power or privilege.
(e) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
(f) ASSIGNS. This Agreement shall be binding upon and inure to the
benefit of the heirs and successors of each of the parties
hereto, including any entity which acquires substantially all
of the assets or equity interest of the Employer.
(g) ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties, supersedes all prior agreements
and understandings relating to the subject matter hereof and
shall not be amended except by a written instrument hereafter
signed by each of the parties hereto.
(h) GOVERNING LAW. This Agreement and the performance hereof shall
be construed and governed in accordance with the laws of the
State of New Jersey without regard to its principles of
conflicts of law.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have caused this Agreement to be duly executed as of the date and
year first above written.
GLASGAL COMMUNICATIONS, INC.
By: /S/ XXXXX XXXX
-------------------------------------------
XXXXX XXXX, Chief Executive Officer
/S/ XXXXXXXXXXX X. XXXXX
----------------------------------------------
XXXXXXXXXXX X. XXXXX
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