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EXHIBIT 10.21
EMPLOYMENT AGREEMENT
THIS AGREEMENT is between Ultrak, Inc., a Colorado corporation (the
"Company"), and Xxxxx X. Xxxxxxxxx ("Employee").
In consideration of the terms of this Agreement, and other good and
valuable consideration, the sufficiency of which is hereby acknowledged by each
party, the Company and Employee, intending to be legally bound, hereby covenant
and agree as follows:
1. Employment. The Company hereby agrees to continue to employ
Employee, and Employee hereby accepts continued employment with the Company,
upon the terms and conditions hereinafter set forth.
2. Term. Subject to the other terms of this Agreement, this
Agreement shall be effective for the period from January 1, 1995 through
December 31, 1996. The period from January 1 of a calendar year through
December 31 of such calendar year is hereafter referred to as a "Year." The
period from January 1, 1995 through December 31, 1995 is hereafter referred to
as the "First Year" and the period from January 1, 1996 through December 31,
1996 is hereafter referred to as the "Second Year." The parties hereby
acknowledge and agree it is their intent that this Agreement shall
automatically renew for an additional Year as of each January 1 after the
Second Year. The period during which this Agreement is effective is hereafter
referred to as the "Term."
3. Duties. Employee shall be the Executive Vice President and
Chief Operating Officer of the Company. During the Term, Employee shall be
based in the Dallas, Texas area only and shall perform the duties and exercise
the powers which from time to time may be lawfully assigned to or vested in him
by the Company's Board of Directors (the "Board"). It is agreed that during the
Term, Employee will not accept an officership or directorship or participate in
the operation or management of any other entity, unless it is an entity either
owned or controlled by the Company, without the prior written consent of the
President.
4. Extent of Services. Unless prevented by ill health, Employee
shall devote his entire working time, attention and energies to the business of
the Company, and shall not during the Term engage in any other business
activity whether or not such business activity is pursued for gain, profit or
other pecuniary advantage; provided, however, Employee shall not be prevented
from investing in such form or manner as will not require any services on the
part of Employee in the operation of the affairs of the companies in which such
investments are made, except that in no event may Employee make investments in
any firms in competition with, or in the business of supplying goods or
services to the Company, unless such investments are (a) disclosed in writing
to
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and approved by the Board and (b) do not exceed $25,000 with respect to each
investment in any privately-held company or 2% of the voting securities of any
publicly-owned company.
5. Base Salary. The Company shall pay Employee a salary (the
"Base Salary"), payable in bi-weekly installments. The Base Salary for the
First Year shall be $198,000 and may be increased by the Board without an
amendment to this Agreement. If Employee is absent from his employment because
of illness which prevents Employee from performing his duties described herein,
the Company shall be obligated to pay Employee his Base Salary and other
compensation for all such periods of absence for the balance of the Term less
any applicable disability insurance actually received by Employee. The Base
Salary and any other compensation payable pursuant to this Agreement shall be
subject to appropriate tax withholding.
6. Other Compensation.
(a) The Company currently has in effect certain bonus and
stock option plans. During the Term, Employee will be
eligible to participate in those plans currently in
effect and as they may be amended from time to time,
so long as such plans remain in existence.
Furthermore, during the Term, Employee shall be
entitled to participate in all current or
subsequently enacted benefit programs applicable to
all executive officers of the Company. For purposes
of this Agreement, all references to stock option
plans, bonus plans or benefit programs shall be
deemed to mean that Employee shall be eligible to
participate in such plans or programs of the Company
in which Employee presently participates or is
eligible to participate, or such plans or programs
that may subsequently be adopted in substitution for
such plans or programs.
(b) The Company will provide Employee a $300 per month
car allowance.
(c) Employee shall receive four (4) weeks of paid
vacation each Year.
(d) Employee shall be covered by all existing insurance
programs afforded by the Company to its executive
officers. Employee understands and agrees that he
shall initially pay forty percent (40%) of the
premiums for health insurance coverage.
7. Expense Reimbursement. Employee is authorized to incur
reasonable expenses with regard to the business of the Company, including
expenses for entertainment, travel and other items of a
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similar character in accordance with the Company's travel and entertainment
policies as such policies shall exist from time to time (the "Policy"). The
Company will reimburse Employee for all such expenses incurred and reported by
him in accordance with the Policy.
8. Termination by the Company. This Agreement may be terminated
by the giving of sixty (60) days prior written notice pursuant to Section 13 by
the Company upon the occurrence of the following:
(a) If Employee breaches this Agreement, and such breach,
if capable of being cured, is not cured within thirty
(30) calendar days of receipt by Employee from the
Company of written notice requiring him to cure such
breach(es);
(b) If Employee shall be convicted of a criminal offense
which in the reasonable opinion of the Board may
injure or tend to injure the reputation or business
of the Company;
(c) If Employee files for bankruptcy or a bankruptcy
petition is filed against Employee and, in either
case, such bankruptcy proceeding is not dismissed
within ninety (90) days of being filed;
(d) If Employee shall grossly neglect the performance of
his duties as set forth or described herein; or
(e) If Employee becomes so addicted to alcohol, drugs or
any controlled substance that it substantially
impairs his abilities to perform his assigned duties.
9. Termination by the Company or Employee. Notwithstanding any
other provision of this Agreement, either party may terminate this Agreement by
giving notice pursuant to the terms and conditions of this Agreement.
10. Payments upon Termination or Death. It is agreed that if this
Agreement is terminated, payments and/or provisions for payments will be made
as follows:
(a) If the Company terminates this Agreement on some
basis other than the reason or reasons as stated in
Section 8, or if Employee dies, the Company will take
the actions set forth in Paragraphs (1), (2) and (3)
of this Subsection 10(a). If Employee terminates
this Agreement for cause, which shall be limited to a
material breach (specified in writing by Employee) by
the Company of the terms of this
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Agreement, then the Company will take the actions set
forth in paragraphs (1) (2) and (3) of this
Subsection 10(a).
(1) All stock options presently granted to
Employee will become immediately vested and
shall be exercised, if ever, in accordance
with and subject to the terms and provisions
of the Company's Stock Option Plan and
Employee's Stock Option Agreement; and
(2) If Employee dies, Employee's estate will
receive within fifteen (15) days, an amount
equal to all Base Salary and all other
benefits that would have accrued and/or been
payable to Employee for a period of eighteen
(18) months from the date of death at
Employee's then current level of
compensation, and if the Company terminates
this Agreement on some basis other than the
reason or reasons stated in Section 8 or
Employee terminates this Agreement for cause,
Employee will continue to receive all Base
Salary and all other benefits for a period of
eighteen (18) months from the date of
termination; and
(3) Any other relocation or other expense amount
specifically agreed to herein.
(b) If the Company terminates this Agreement for a reason
or reasons set forth in Section 8 or Employee
terminates this Agreement without cause, then the
Company will only be obligated to pay to Employee the
actual amount of compensation accrued to the date of
termination, Employee will be bound to the terms of
any Stock Option Agreement as it relates to the
exercise of any vested stock options, and all other
payments or benefits recited herein shall be
cancelled and terminated, without recourse.
11. Non-Competition. If the Company terminates this Agreement on
some basis other than the reason or reasons stated in Section 8 or if Employee
terminates this Agreement, then for the Noncompete Period (as defined below),
Employee shall not, directly or indirectly, either as an individual, a partner
or a joint venturer, or in any other capacity, (a) invest (other than
investments in publicly-owned companies which constitute less than 2% of the
voting securities of any such company) or engage in any business that is
competitive with that of the Company, (b) accept employment with or render
services to a competitor of the Company or any of its affiliates as a director,
officer, agent, employee or
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consultant or (c) contact, solicit or attempt to solicit or accept business
from any customers of the Company or its affiliates or any person or entity
whose business the Company or its affiliates is soliciting. If the Company
terminates this Agreement on some basis other than the reason or reasons stated
in Section 8 or Employee terminates this Agreement for cause, the Noncompete
Period shall be the period after termination for which Employee receives Base
Salary pursuant to Section 10. If Employee terminates this Agreement other than
for cause the Noncompete Period shall be twelve (12) months from the date of
such termination.
12. Arbitration. Any controversy or claim arising out of, or
relating to this Agreement, or the breach thereof, shall be finally resolved by
binding arbitration in Dallas, Texas in accordance with the then effective
rules of the American Arbitration Association.
13. 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 to Employee and/or the Company at their addresses as set forth
on the signature page(s).
14. Waiver, Modification or Cancellation. Any waiver, amendment,
modification, or cancellation of any provision of this Agreement shall not be
valid unless in writing and signed by both Employee and the Company; provided,
however, that increases in the Base Salary approved by the Board or the
granting of additional compensation and/or benefits to Employee approved by the
Board need not be in a writing signed by Employee.
15. Binding Effect. This Agreement shall inure to the benefit of
and be binding upon (a) the Company and the Company's successors and assigns,
including but not limited to any entity which may acquire all or substantially
all of the Company's assets and business or with or into which the Company may
be consolidated or merged, and (b) Employee and Employee's heirs, executors,
administrators and legal representatives, provided that the duties of Employee
as described herein may not be delegated.
16. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws, such provision
shall be fully severable and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision never comprised a part
hereof; and the remaining provisions hereof shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, there shall be added automatically as part
of this Agreement, a provision as similar in its terms to such illegal, invalid
or unenforceable provision as may be possible and be legal, valid and
enforceable.
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17. Entire Agreement. This Agreement represents the entire
Agreement between the parties with respect to the subject matter hereof. Each
party represents to the other that there are no other oral, written, express or
implied contracts, agreements or understanding between them. This Agreement
supersedes any existing employment agreement between the parties.
18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE
INTERNAL LAWS OF TEXAS (AND NOT THE CONFLICTS OF LAWS RULES OF TEXAS).
19. Specific Representations. Each party represents to the other
that:
(a) The consideration recited herein shall conclusively
be deemed fair, adequate, reasonable and sufficient.
(b) Such party has voluntarily and without fraud, duress,
coercion, undue influence or improper persuasion
executed this Agreement.
(c) The signature appearing below is such party's manual,
original, genuine, authentic and undeniable
signature.
(d) Such party is competent, authorized and capable of
executing this Agreement as a valid, binding and
enforceable agreement.
(e) Such party is not aware of any agreement, document or
commitment that would limit such party's ability to
fully comply with the terms of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of May
25, 1995, but effective as of January 1, 1995.
Address:
------------------------------- /s/ Xxxxx X. Xxxxxxxxx
------------------------------- -----------------------------
------------------------------- XXXXX X. XXXXXXXXX
Address: ULTRAK, INC.
0000 Xxxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
Suite 100 --------------------------
Xxxxxxxxxx, Xxxxx 00000 Its: President
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