EMPLOYMENT AGREEMENT
AGREEMENT made and entered into as of the 13th day of August 2002 by
and between DIVERSIFIED SECURITY SOLUTIONS INC., Delaware Corporation (the
"Company") and XXXXXXXXX XXXXXXXX ("Employee").
W I T N E S S E T H :
WHEREAS, the Company desires to obtain the benefit of the services of
the Employee, and the Employee desires to render such services on the terms and
Conditions hereinafter set forth:
NOW, THEREFORE, the parties hereto, in consideration of the premises
and the mutual covenants herein contained, hereby agree as follows:
1. Termination of Prior Agreement. Upon the execution of this
Agreement, all prior employment agreements between the employee, and
the Company or any of its affiliates, subsidiaries, and predecessor
constituent corporations are terminated and of no further force and
effect.
2. Term of Employment. Subject to the terms and conditions hereinafter
set forth, the Employee hereby enters into the employment of the
Company, or any of subsidiary or affiliate of the Company, as the
Company shall, from time to time, select, for an employment term
commencing on the date of execution of this Agreement and terminating
on August 12, 2007. The period during which the Employee is employed
pursuant to this Agreement is herein after called the "Term of
Employment".
3. Scope of Employment. During the term of Employment, the Employee
shall be employed as Senior Vice President of the Company and President
of its Technical Services Division. In addition, the employee shall
well faithfully render and perform such other executive and managerial
services, as may be assigned to him, from time to time. by or under the
authority of the Board of Directors of the Company or of any subsidiary
or affiliate of the Company. The employee will devote his full time and
efforts to the business and affairs of the Company, or such subsidiary,
or affiliate as now or hereafter conducted, and shall be at all times
subject to the direction and control of the Board of Directors of the
Company or such subsidiary or affiliate. The Employee shall render such
services, which are in accordance with his utmost abilities and shall
use his best efforts to promote the interest of the Company and
subsidiaries and affiliates. The employee will not engage in any
capacity or activity which is, or may be, contrary to the welfare,
interest or benefit of the business now or hereafter conducted by the
Company and its subsidiaries and affiliates.
4. Compensation. As full compensation for all services provided for
herein, including without limiting the generality of the foregoing, all
services to be rendered by the employee as Senior Vice President of the
Company and President of its Technical Services Division, the Company
will pay, cause to be paid, to the employee, and the employee will
accept, a salary, during the term of Employment, at an annual rate of
One Hundred Thirty five Thousand Dollars ($135,000) to be paid in
regular installments in accordance with the Company's usual paying
practices. Such payments will be subject to such deductions by the
Company as it from to time to time require to make pursuant to law,
government regulations or order or by agreement with, or consent of,
the Employee. The Board of Directors, in conjunction with its
compensation committee, shall have the authority, at its discretion
from time to time, with the award and payment of bonuses and other
forms of compensation to the Employee.
5. Expenses. The Employee shall be entitled to reimbursement by the
Company for reasonable expenses actually incurred by him on its behalf
in the course of his employment by the Company, upon the presentation
by the Employee, from time to time, of an itemized account of such
expenditures together with such vouchers and other receipts as the
Company may request.
6. Vacation. The Employee shall be entitled to vacations in accordance
with the Company's prevailing policy for its operating executives.
7. Benefits. The Employee shall be entitled to participate in all group
life insurance, medical and hospitalization plans, and pension, stock
options and profit sharing plans as re presently being offered by the
Company or which may hereafter during the Term of Employment be offered
by the Company generally to its operating executives.
8. Payments of Death or Disability. In the event that the Employee
shall die or become disable during the Term of Employment or any
renewal thereof, the Company shall pay to his heirs, in the case of his
death, or to him or his guardian, in case of his disability, a lump sum
payment equal to 18 months of covering such 18 months compensation at
the discretion of the Employee, his or her guardian, whatever the case
may be.
For purpose of this Agreement. Disability of the Employee shall have
occurred if (a) the Employee shall become physically or mentally incapable of
properly performing his services to the Company as provided hereunder excluding
infrequent and temporary absences due to ordinary illnesses: (b) such incapacity
shall exist or be reasonably expected to exist for more than 90 in the aggregate
during any 12 consecutive months covered hereunder or in any renewal hereof, and
(c) either the Employee or the Company shall have given the other 30 days
written notice of his or its intention to terminate the Employee's active
employment by the Company due to such disability.
For purposes of this Agreement, the Employee shall on or immediately
after executing this Agreement provide the Company with a written list of his
heirs in order of preference regarding death payment benefits hereunder. This
list may be altered and changed from time to time by the Employee by giving
written notice of such changes or new list thereof to the Company as provided
herein.
9. Severance. In the event that the Employee's employment with the
Company is terminated thereby without cause during the Term thereof,
the Employee shall be entitled to, as severance hereunder, two year's
full compensation as provided for herein such full compensation for the
remainder of the Term, whichever period is shorter. No severance
compensation will be due the Employee if he is terminated for cause.
Termination for cause shall include: Employee's failure to perform his
duties hereunder, his conviction if felony, alcoholism, illegal drug
abuse, material violations of corporate or securities laws or similar
infractions.
10. Covenant no to Complete. During the Term of Employment and for a
period of one (1) year after the Term of Employment, the employee shall
not engage. directly or indirectly, within the United States in any
business engaged in the design, development, manufacture, installation,
and sale of security equipment currently manufactured or installed by
the Company or under its development. For the purpose of this
paragraph, the Employee will be deemed, directly or indirectly, engaged
in a business if he participated in such business as proprietor,
partner, joint venture, stockholder, director, officer, lender,
manager, employee, consultant, advisor or agent if he otherwise
controls such business. This covenant not to complete after the Term of
Employment shall become null and void if the Employee's employment is
terminated without cause, if the Company fails to complete an initial
public offering of its securities prior to the end of such term or if
it termites this Agreement pursuant to Paragraph 15 hereof. The
Employee shall not for purposes of this paragraph, be deemed a
stockholder if he holds less than one (1%) percent of the outstanding
shares of any publicity owed corporation engaged in the same or similar
business to that Company or any of its divisions, subsidiaries or
affiliates: provided, however that the Employee shall be in a control
position with regard to such corporation. In Addition, the employee
shall not at any time, during or after termination of this Agreement,
engage in any business which uses as its name, in whole or in part.
"DVS.", "Xxxxx Bros." or "Brothers", "Viscom", "HBE" or any other name
then used by the Company or of its affiliates or subsidiaries.
11. Disclosure. Except as may be required by law or with the express
permission of the Company's Board of Director's, the Employee will not
at any time, directly or indirectly, disclosure or furnish to any other
person form or corporation:
(a) the methods of conducting the business of the Company or its
subsidiaries and affiliates:
(b) a description of any of the methods of obtaining business,
installing or manufacturing or advertising security products, or of
obtaining customers thereof: and/or
(c) any confidential information acquired by him during the course of
his employment by the Company. Its predecessors. subsidiaries or
affiliates, including, without limiting the generality of the
foregoing, the names of any new customers prospective customer of, or
any person, firm or corporation, who or which have or shall have traded
or dealt with (whether such customers have been obtained by the
Employee or otherwise) the Company, its predecessors, subsidiaries or
affiliates.
12. Inventions. As between the Employee and the Company, all products,
designs, styles, processes, discoveries, materials, ideas, creations,
inventions and properties. Whether or not furnish by the employee,
created, developed, invented or used in connection with the Employee's
employment hereunder or prior to this agreement, will be the sole and
absolute property of the Company for any and all purposes whatever in
perpetuity, whether or not conceived, discovered and/or develop during
regular working hours. The employee will not have, and will not claim
to have, under this agreement or otherwise, any right, title or
interested of any kind or nature whatsoever in or to any such products,
processes, discoveries, materials, ideas creations, inventions and
properties.
13. Arbitration. Any controversy arising out of or relating to this
Agreement shall be resolved by arbitration in the City of New York
pursuant to the rules of the American Arbitration Association then in
effect. The parties hereto consent to the jurisdiction of the courts of
the State of New Jersey or the United States District Court for the
Appropriate District Court for the appropriate District of New Jersey,
whichever is most appropriate, for all purposes in connection with said
arbitration, and further consent that any process or notice of motion
may be served outside the State of New Jersey by personal service or by
Registered or Certified Mail: provided a reasonable time for appearance
is allowed.
14. Injunctive Relief. The parties hereto recognize that irreparable
damage will result to the Company and its business and properties if
the Employee fails or refuses to perform his obligations under this
Agreement and that the remedy at law for any such failure or refusal
will be inadequate.
Accordingly, in addition to any other remedies and damages available, including
the provision contained in Paragraph 13 for arbitration, the Company shall be
entitled to injunctive relief, and the Employee may be specifically restrained
from violating the terms and conditions of this Agreement. The instruction of
any arbitration proceedings shall not bar injunctive relief. The institution of
any arbitration proceedings shall not bar injunctive relief pending the final
determination of the arbitration proceedings hereunder.
15. Further Instruments. The Employee will execute and deliver all such
other further instruments and documents as may be necessary, in the
opinion of the Company, to carry out the purposes of this Agreement, or
to confirm, assign or convey to the Company any products, processes,
discoveries, materials, ideas, including the execution of all patent
applications.
16. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by registered
or certified mail or telegram, as follows:
As to the Employee: Xxxxxxxxx Xxxxxxxx
00 Xxxxxxxxx Xxxx
Xx Xxxxxx, XX 00000
As to the Company: Diversified Security Solutions Inc.,
000 Xxxxxxx Xxx. X-0
Xxxxxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxx
17. Assignment. A party hereto may not assign this Agreement or any
rights or obligations hereunder, without the consent of the other party
hereto: provided, that upon the sale or transfer of all or
substantially all of the assets of the Company or upon the merger by
the Company into, or the combination with, another corporation, this
Agreement will (subject to the provisions of Paragraph 2 hereof) inure
to the benefits of and be binding upon the person, firm or corporation
purchasing such assets, or the corporation surviving such merger or
consolidation, as the case may be. The provisions of the Agreement are
binding upon the heirs of the Employee and upon the successors and
assigns of the Company hereto.
18. Waiver of Breach, Waiver by either party of breach of any provision
of this Agreement by the other shall not operate or be constructed as a
waiver of any subsequent breach by such other party.
19. Entire Agreement. This instrument contains the entire agreement of
the parties as to the subject matter hereof. It may not be changed
orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or
discharge is sought.
20. Applicable Law. This agreement shall be construed in accordance
with the laws of the State of New Jersey.
21. Severability. If any provision of this Agreement is held to be
invalid or unenforceable by any court or tribunal of competent
jurisdiction, the remainder of this Agreement shall not be affected by
such judgment, and such provision shall be carried out as nearly as
possible according to its original terms and intent to eliminate such
invalidity or unenforceability.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, as of the day and year first above
written.
DIVERSIFIED SECURITY SOLUTIONS INC.,
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Chairman and chief Executive Officer
/s/ Xxxxxxxxx Xxxxxxxx
----------------------------------------------------
Xxxxxxxxx Xxxxxxxx, Employee
