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EXHIBIT 10.4
(Form of Employment Agreement)
Note: This form of Employment Agreement is filed pursuant to the provisions of
Item 601(a)(4) of Regulation S-K. The salary provided in Section 2.3.2 of such
form of Employment Agreement for each executive officer executing such agreement
is as follows:
Xxxxxxxxx X. Xxxxxxx $160,000
Xxxxxx X. Xxxxxxx $155,000
Xxxxxx X. Xxxxxxxx $150,000
Xxxxxxx X. Von der Xxxxxx $140,000
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of the ____ day
of ________, 1999 between TRUETIME, INC., a Delaware corporation having its
principal operating offices at 0000 Xxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000
(the "Company"), and ________________ ("Employee"), having a mailing address at
___________________________ .
W I T N E S S E T H:
WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the best
interest of the Company and its stockholders; and
WHEREAS, in order to induce Employee to remain in the employ of the
Company under the terms as set forth herein, the Company is willing to agree to
provide certain severance benefits to Employee in the event Employee's
employment is terminated under the circumstances described below;
NOW, THEREFORE, in consideration of the mutual premises and conditions
contained herein, the parties hereto agree as follows:
1. TERM
1.1 Contract Term. This Agreement shall commence effective as
of October 1, 1999 and shall continue until September 30, 2001;
provided, however, that commencing October 1, 2001, and each October 1
thereafter the term of this Agreement shall automatically be extended
for an additional one year unless no fewer than thirty (30) days prior
to such October 1 date, the Company shall have given notice that it
does not wish to extend this Agreement.
1.2 Consideration by Employee. In consideration of the
Company's entering into this Agreement, Employee hereby agrees that,
for the period commencing on the date hereof and extending through
September 30, 2001, Employee will not voluntarily terminate employment
with the Company, except for "Good Reason" as defined in Section 2.3,
without
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the Company's consenting to such termination. As further consideration,
Employee hereby agrees to the Restrictions set forth in Section 4
hereof.
2. TERMINATION OF EMPLOYMENT
Employee shall be entitled to the benefits provided in Section
3 hereof upon the termination of his employment, unless such
termination is (a) because of his death, "Disability" or "Retirement"
(as defined in Section 2.1 below), (b) by the Company for "Cause" (as
defined in Section 2.2 below), or (c) by Employee other than for "Good
Reason" (as defined in Section 2.3 hereof).
2.1 Disability, Retirement.
2.1.1 If, as a result of Employee's incapacity due to
physical or mental illness, Employee shall have been absent
from his duties with the Company on a full-time basis for 120
consecutive business days, and within thirty (30) days after
written notice of termination is given Employee shall not have
returned to the full-time performance of his duties, the
Company may terminate his employment for "Disability."
2.1.2 Termination by the Company or Employee of his
employment based on "Retirement" shall mean termination
because Employee has retired after reaching age 65.
2.2 Cause. The Company may terminate Employee's employment for
"Cause." For the purposes of this Agreement, the Company shall have
"Cause" to terminate Employee's employment hereunder upon (A) the
willful and continued failure by Employee to perform his duties with
the Company (other than any such failure resulting from incapacity due
to physical or mental illness), after a demand for substantial
performance is delivered to Employee by the Board of Directors of the
Company (the "Board") which specifically identifies the manner in which
the Board believes that he has not substantially performed his duties,
or (B) the willful engaging by Employee in gross misconduct materially
and demonstrably injurious to the Company. For purposes of this
paragraph, no act, or failure to act, on Employee's part shall be
considered "willful" unless done, or omitted to be done, by him not in
good faith and without reasonable belief that his action or omission
was not in the best interest of the Company. Notwithstanding the
foregoing, Employee shall not be
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deemed to have been terminated for Cause unless and until there shall
have been delivered to him a copy of a resolution duly adopted by the
affirmative vote of not less than two-thirds (2/3) of the entire
authorized membership of the Board at a meeting of the Board called and
held for the purpose (after reasonable notice and an opportunity for
Employee, together with counsel, to be heard before the Board), finding
that in the good faith opinion of the Board he was guilty of conduct
set forth above in clauses (A) or (B) of the second sentence of this
paragraph and specifying the particulars thereof in detail.
2.3 Good Reason. Employee may terminate his employment for
Good Reason. For purposes of this Agreement, "Good Reason" shall mean:
2.3.1 Without his express written consent, the
assignment to Employee of any duties inconsistent with his
positions, duties, responsibilities and status with the
Company, or a change in his reporting responsibilities, titles
or offices, or any removal of Employee from or failure to
re-elect Employee to any of such positions, except in
connection with the termination of his employment for Cause,
Disability or Retirement or as a result of his death or by
Employee other than for Good Reason;
2.3.2 A reduction by the Company in Employee's base
salary below $____________ or such amount as Employee's salary
may be increased to from time to time;
2.3.3 The Company's requiring Employee to be based
anywhere other than the Company's office at which he was based
except for required travel on the Company's business to an
extent substantially consistent with the business travel
obligations of a company engaged in the Company's businesses,
as they may from time to time be engaged in or, in the event
Employee consents to any relocation, the failure by the
Company to pay (or reimburse Employee) for all reasonable
moving expenses incurred by him relating to a change of his
principal residence in connection with such relocation and to
indemnify Employee against any loss (defined as the difference
between the actual net sale price of such residence after
commissions and other closing costs and the higher of (a) his
aggregate investment in such residence or (b) the fair market
value of such residence as determined by a real estate
appraiser designated by Employee and reasonably satisfactory
to the Company) realized on the sale of Employee's principal
residence in connection with any such change of residence;
2.3.4 The failure by the Company to continue in
effect any benefit or compensation plan (including but not
limited to any stock option plan, 401(k) plan, life insurance
plan, health and accident plan or disability plan) in which
Employee is participating (or plans providing substantially
similar benefits) unless there is put
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in place by the Company a substitute plan therefor which is
designed to provide similar economic benefits to Employee, the
taking of any action by the Company which would adversely
affect Employee's participation in or materially reduce his
benefits under any of such plans or deprive him of any
material fringe benefit enjoyed by him unless the Employee is
given the opportunity to participate in a plan that provides a
similar economic benefit or is given an economically
equivalent fringe benefit, or the failure by the Company to
provide Employee with the number of paid vacation days to
which he is then entitled on the basis of years of service
with the Company in accordance with the Company's normal
vacation policy in effect on the date hereof;
2.3.5 Any failure of the Company to obtain the
assumption of, or the agreement to perform, this Agreement by
any successor as contemplated in Section 5 hereof; or
2.3.6 Any purported termination of Employee's
employment which is not affected pursuant to a Notice of
Termination satisfying the requirements of Section 2.4 below
(and, if applicable, Section 2.2 above).
2.4 Notice of Termination. Any termination by the Company
pursuant to Sections 2.1 and 2.2 above or by Employee pursuant to
Sections 2.1.2 and 2.3 above shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Employee's employment under the
provision so indicated. In the event that Employee seeks to terminate
his employment with the Company pursuant to Section 2.3 above, he must
communicate his written Notice of Termination to the Company within
sixty (60) days of being notified of such action or actions by the
Company which constitute Good Reason for termination.
2.5 Date of Termination. "Date of Termination" shall mean (i)
if this Agreement is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that Employee shall not have
returned to the performance of his duties on a full-time basis during
such thirty (30) day period); and (ii) if Employee's employment is
terminated for any other reason, the date on which a Notice of
Termination is given.
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3. COMPENSATION UPON TERMINATION OR DURING DISABILITY.
3.1 Disability. During any period that Employee fails to
perform his duties hereunder as a result of incapacity due to physical
or mental illness, he shall continue to receive his full base salary at
the rate then in effect and any installments of deferred portions of
awards under any incentive, bonus, or other compensation plan paid
during such period until this Agreement is terminated pursuant to
Section 2 hereof. Thereafter, Employee's benefits shall be determined
in accordance with the Company's long term disability income insurance
plan, or a substitute plan then in effect.
3.2 Termination for Cause. If Employee's employment shall be
terminated for Cause, the Company shall pay Employee his full base
salary through the Date of Termination at the rate in effect at the
time Notice of Termination is given and the Company shall have no
further obligations to Employee under this Agreement.
3.3 Termination Without Cause. If the Company shall terminate
Employee's employment other than pursuant to Sections 2.1 or 2.2 hereof
or if Employee shall terminate his employment for Good Reason, then the
Company shall pay to Employee as severance pay in a lump sum not later
than the tenth (10th) day following the Date of Termination, the
following amounts:
3.3.1 Employee's full base salary through the Date of
Termination at the rate in effect at the time the Notice of
Termination is given;
3.3.2 In lieu of any further salary payments to
Employee for periods subsequent to the Date of Termination, an
amount equal to the product of (a) Employee's annual base
salary at the rate in effect as of the Date of Termination
plus the amount of the management incentive bonus to which
Employee would have been entitled for the fiscal year in which
the Notice of Termination is given, pro rated for his period
of service, or if higher the amount of the management
incentive bonus paid to Employee in respect of the previous
fiscal year, multiplied by (b) one-and-a-half (1.5);
3.3.3 The Company shall also pay (i) all relocation
and indemnity payments as set forth in Section 2.3.3 hereof,
and (ii) all legal fees and expenses incurred by Employee as a
result of such termination (including all such fees and
expenses, if any, incurred in contesting or disputing any such
termination or in seeking to obtain or enforce any right or
benefit provided by this Agreement plus pre-judgment and
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post-judgment interest at the prime rate of interest in effect
at the Date of Termination as announced by Bank of America,
N.A. (the "Prime Rate"); provided, however, that Employee
shall not be entitled to the payments provided for in clause
(ii) if Employee shall have given Notice of Termination for
Good Reason, but it shall finally be determined, pursuant to
Section 11 hereof, that Good Reason did not exist.
3.3.4 In the event the Employee is subject to the
excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code"), an amount equal to the
product of (a) 25% multiplied by (b) the amount of any "excess
parachute payment" received or receivable by the Employee
under this Agreement, under any stock option agreement, or
under any other agreement, arrangement, or plan in which the
Employee participates; for purposes of this Agreement, "excess
parachute payment" has the meaning given to such term by
Section 280G(b) of the Code.
3.4 Benefit Plans. Unless Employee is terminated for Cause,
the Company shall maintain in full force and effect for the continued
benefit of Employee, for a two-year period after the Date of
Termination, all employee benefit plans and programs or arrangements in
which Employee was entitled to participate immediately prior to the
Date of Termination provided that his continued participation is
possible under the general terms and provisions of such plans and
programs. In the event that Employee's participation in any such plan
or program is barred, the Company shall arrange to provide Employee
with benefits substantially similar to those which he is entitled to
receive under such plans and programs.
3.5 Mitigation of Amounts Payable Hereunder. Employee shall
not be required to mitigate the amount of any payment provided for in
this Section 3 by seeking other employment or otherwise, nor shall the
amount of any payment provided for in this Section 3 be reduced by any
compensation earned by Employee as the result of employment by another
employer after the Date of Termination, or otherwise.
3.6 Late Payments. In the event any amount to be paid to
Employee hereunder is not paid by the date specified herein, such
amount shall bear interest at the Prime Rate.
3.7 Determination of Base Salary. In the event Employee
terminates this Agreement pursuant to Section 2.3.2 hereof, Employee's
base salary for purposes of determining benefits pursuant to this
Section 3 shall be Employee's base salary in effect prior to its
reduction by the Company.
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4. OWNERSHIP OF INTELLECTUAL PROPERTY - CONFIDENTIALITY -
NON SOLICITATION
4.1 Definitions. As used in this Section 4, the following
words or phrases shall have the following definitions:
4.1.1 The term "Business Entity" shall mean any
corporation, partnership, joint venture, proprietorship, or
other incorporated or unincorporated organization, association
or entity, including any division or business operated by any
of the foregoing under a trade or assumed name.
4.1.2 The term "Subsidiaries" shall mean and include,
at any time, any Business Entities in which the Company owns
an interest, directly or indirectly.
4.1.3 The term "Company" shall mean and include
TRUETIME, INC., its successors and assigns, its Subsidiaries,
its parent companies, and any of the foregoing operating under
a trade or assumed name.
4.1.4 The term "Employee of the Company" shall mean
any person employed by the Company in any capacity at any time
during the term of this Agreement, or any renewal or extension
thereof.
4.1.5 The term "Customer" shall mean any person, or
Business Entity which has, in the past or at any time during
the term of this Agreement or any renewal or extension hereof,
contracted, including by purchase order, with the Company for
the development, manufacture, lease, repair, sale or purchase
of any Product or the license from the Company of any
Intellectual Property.
4.1.6 The term "Product" shall mean a precision time
or frequency product and/or any other equipment, machine,
service, product, instrument or system researched, developed,
conceived, manufactured, assembled, sold or distributed by the
Company at any time.
4.1.7 The term "Intellectual Property" shall mean all
methods, patents, formulae, patterns, compilations, programs,
devices, techniques, inventions, designs, systems, processes,
trade secrets, copyrights, know-how, proprietary information,
rights, trademarks, and trade names relating to any Product
conceived, developed, completed or established by the Company,
or by Employee (whether solely or jointly with others) during
the term of this Agreement (including any renewal or extension
hereof) (i) at the Company's expense, (ii) at the Company's
request, (iii) using the Company's time, data, facilities
and/or materials, or (iv) based upon knowledge or information
obtained from the Company, and shall include all modifications
and improvements thereof made at any time.
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4.2 Intellectual Property of the Company. Employee agrees:
4.2.1 That all Intellectual Property, and all notes,
drawings, software, prototypes or other objects, information
or writings relating thereto are the sole property of Company;
4.2.2 To communicate and explain to the Company,
promptly and fully, all Intellectual Property;
4.2.3 To execute and deliver to Company such
assignments or other documents as may be reasonably required
to evidence or confirm the ownership of all Intellectual
Property by the Company;
4.2.4 To perform such acts and execute such documents
as may be reasonably required to allow the Company to
prosecute an application for patent or registration of
copyright on any such Intellectual Property, from the United
States and from any other government, and to cooperate fully
with the company in the prosecution of any such application or
registration, which obligation shall survive the termination
of Employee's employment with the Company.
4.2.5 All inventions or discoveries, if any, patented
or unpatented, which Employee has made prior to this
employment by the Company are described on Exhibit "A". All
Intellectual Property other than those items specifically
described on Exhibit "A" shall constitute the property of the
Company.
4.3 Confidentiality.
4.3.1 Employee acknowledges that the Company's
continued operations and success in the development,
manufacture, leasing, repair, and sale of its Products is
dependent upon (i) certain processes, formulae, patterns,
compilations, programs, devices, methods, techniques,
specifications, designs, systems, and confidential information
of the Company which are valuable, special and unique assets
and (ii) the Company's continuing relationship with, and
knowledge about, Customers and prospective Customers and the
goodwill these relationships create. Employee acknowledges
that all of the following information is confidential and a
valuable, special, and unique asset of the Company's business:
(i) the names, addresses and telephone numbers of Customers,
their employees, and their representatives, (ii) the nature of
the business and operations of any Customer, (iii) the amount,
nature, volume, and other information regarding any Products
purchased, leased or otherwise acquired by any Customer or
required by any Customer; (iv) the nature of the internal
business operations of the Company; (v) the methods,
processes, formulae, specifications, designs, systems, and
know-how used, developed, or acquired by the Company for the
development, manufacture, and repair of any Product; (vi) the
Company's prices or charges to Customers for its Products;
(vii) the Intellectual
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Property developed or acquired by the Company and (viii)
information regarding the salaries, bonuses or other
compensation paid by the Company to its employees.
4.3.2 Employee acknowledges that all of the
information described in Section 4.3.1 is "Confidential
Information," which together with the Intellectual Property is
the sole and exclusive property of the Company. Employee
acknowledges that all Confidential Information and the
Intellectual Property is revealed to Employee in trust, based
solely upon the confidential relationship existing between the
Company and the Employee. Employee agrees: (i) that all
writings or other records concerning Confidential Information
and the Intellectual Property are the sole and exclusive
property of the Company; (ii) that all manuals, forms, and
supplies furnished to or used by the Employees and all data or
information placed thereon by Employee or any other person are
the Company's sole and exclusive property, (iii) that, upon
termination of this Agreement howsoever such termination is
brought about, or upon request of the Company at any time,
Employee shall deliver to the Company all such writings,
records, forms, manuals, and supplies and all copies of such
writings; (iv) that the Employee will not make or retain any
copies of such writings for his own or personal use, or take
the originals or copies of any such writings from the offices
of the Company upon termination of this Agreement; (v) that
Employee will not, either during or after the term of this
Agreement, publish, distribute or deliver any of such writings
or records to any other person or entity, or disclose to any
person or entity the contents of such records or writings or
any of the Confidential Information nor any information
regarding the Intellectual Property; and (vi) that, during the
term of Employee's employment with the Company and for a
period of five years thereafter, Employee will not, either
directly or indirectly, call on, solicit, or take away, or
attempt to call on, solicit or take away, any Customers.
4.4 Non-Solicitation of Other Employees. Employee agrees that during
the term of Employee's employment with the Company and for a period of
five years thereafter, Employee will not, directly or indirectly, (i)
solicit for employment or employ, or allow any corporation or business
entity controlled directly or indirectly by or affiliated with such
Employee to solicit for employment or employ, any person that at that
time is, or at any time during the past year immediately preceding such
time was, an Employee of the Company or a consultant or agent of the
Company or (ii) make known to any person, firm or corporation that is
engaged in the Company's business, or executive and key employee
recruiting or search firms that have clients engaged in the Company's
business, the names of any persons
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that at that time are, or at any time during the past year immediately
preceding such time were, Employees of the Company or consultants or
agents of the Company.
4.5 Reasonableness of Restrictions. Employee acknowledges that
the restrictions contained in Sections 4.2, 4.3 and 4.4 hereof (the
"Restrictions"), in view of the nature of the business in which the
Company is engaged, are reasonable and necessary in order to protect
the legitimate interests of the Company, and that any violation thereof
would result in irreparable injury to the Company, and Employee
therefore further acknowledges that, in the event Employee violates, or
threatens to violate, any of such Restrictions, the Company shall be
entitled to obtain from any court of competent jurisdiction, without
the posting of any bond or other security, preliminary and permanent
injunctive relief as well as damages and an equitable accounting of all
earnings, profits and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or
remedies in law or equity to which the Company or any affiliate or
subsidiary of the Company may be entitled. If Employee violates any of
the Restrictions, the restricted period shall not run in favor of
Employee from the time of commencement of any such violation until such
time as such violation shall be cured by Employee to the satisfaction
of the Company.
4.6 Severability of Restrictions. If any Restriction, or any
part thereof, is determined in any judicial or administrative
proceeding to be invalid or unenforceable, the remainder of the
Restrictions shall not thereby be affected and shall be given full
effect, without regard to the invalid provisions. If the period of time
or scope of activity in the Restrictions should be adjudged
unreasonable in any judicial or administrative proceeding, then the
court or administrative body shall have the power to reduce the period
of time or the scope covered and, in its reduced form, such provision
shall then be enforceable and shall be enforced.
4.7 Intellectual Property of Others. Employee recognizes that
the Company has a long standing policy to not knowingly violate the
valid intellectual property rights, including patents, trade secrets
and copyrights, of other persons. In order to comply with such policy,
Employee covenants that he will comply with such policy and that his
willful
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breach of this covenant could constitute "Cause" within the meaning of
Section 2.2 hereof. Employee covenants, represents and warrants in
these regards as follows:
4.7.1 Exhibit B hereto contains a true, complete and
accurate list of all inventions, copyrights and patents of
Employee relevant to the subject matter of the employment of
Employee by the Company that have been made or conceived or
first reduced to practice by Employee alone or jointly with
others prior to the employment of Employee by the Company. If
disclosure of any such inventions on Exhibit B would cause
Employee to violate any prior confidentiality agreement,
Employee understands that such inventions are not to be listed
on Exhibit B but the Company is to be informed that all such
inventions have not been listed for that reason.
4.7.2 Employee's performance of all of the duties and
obligations of employment at the Company does not and will not
breach any agreement or duty to keep in confidence
confidential information acquired by Employee in confidence or
in trust prior to the employment of Employee by the Company.
During Employee's work with the Company, Employee will not
improperly use or disclose any confidential information or
trade secrets of any former employer or any other person to
whom Employee has an obligation of confidentiality, and
Employee will not bring onto the premises of the Company any
unpublished documents or any property belonging to any former
employer or any other person to whom Employee has an
obligation of confidentiality unless consented to in writing
by that former employer or person. Employee will use in the
performance of duties only information which is generally
known and used by persons with training and experience
comparable to Employee's, which is common knowledge in the
industry or otherwise legally in the public domain, or which
is or was developed by Employee free of any confidential
obligations to former employers or other persons.
4.7.3 Employee is not restricted from being employed
by the Company or entering into this Agreement. Employee has
not entered into, and agrees not to enter into, any agreement
either written or oral in conflict herewith.
4.7.4 Employee represents and warrants that, other
than as set forth on Exhibit B hereto, Employee has not
brought to the Company and covenants that Employee will not
bring to the Company or use in the performance of Employee's
responsibilities any confidential information, materials or
documents of any former employers or other persons that are
not generally available to the public, unless Employee has
obtained prior written authorization from the former employers
or other persons. Employee hereby covenants that Employee
shall not breach any obligation of confidentiality or duty
that Employee may have to former employers or other persons.
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5. SUCCESSORS; BINDING AGREEMENT. The Company will require any
successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance
satisfactory to Employee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this
Agreement and shall entitle Employee to compensation from the Company
in the same amount and on the same terms as Employee would be entitled
hereunder if Employee terminated his employment for Good Reason, except
that for purposes or implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall mean the
Company as defined in Section 4.1.3 and any successor to its business
and/or assets as aforesaid which executes and delivers the agreement
provided for in this Section 5 or which otherwise becomes bound by all
the terms and provisions of this Agreement by operation of law.
6. NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by
United States registered or certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth on the
first page of this Agreement, provided that all notices to the Company
shall be directed to the attention of the Chairman of the Board of the
Company with a copy to the Secretary of the Company, except that
notices of change of address shall be effective only upon receipt.
7. MISCELLANEOUS. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by Employee and such officer
as may be specifically designated by the Board of Directors of the
Company. No waiver by either party hereto at any time of any breach by
the other
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party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth expressly
in this Agreement.
8. VALIDITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force
and effect.
9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.
10. GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of California.
11. ARBITRATION. Except as contemplated by Section 4.5 hereof,
any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Los Angeles,
California (in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association then in
effect; provided, however, that the matter shall be arbitrated by a
panel of three arbitrators and that the Company and Employee shall,
promptly after any dispute or controversy arises, each appoint an
arbitrator and the arbitrators so appointed shall promptly appoint a
third arbitrator to be chairman of the arbitration panel).
Notwithstanding the pendency of any such dispute or controversy, the
Company will continue to pay Employee his full compensation in effect
when the notice giving rise to the dispute was given and continue
Employee as a participant in all compensation, benefit and insurance
plans in which he was participating when the notice giving rise to the
dispute was given, until the dispute is finally resolved. Amounts paid
under this paragraph are in addition to all other amounts due under
this Agreement and shall not be offset against or reduce any other
amounts due under this Agreement. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however,
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that Employee shall be entitled to seek specific performance of his
right to be paid until the Date of Termination during the pendency of
any dispute or controversy arising under or in connection with this
Agreement.
12. CAPTIONS AND GENDER. The use of captions and Section headings
herein is for the purpose of convenience only and shall not affect the
interpretation or substance of any provision contained herein.
Similarly, the use of the masculine gender with respect to pronouns in
this Agreement is for the purpose of convenience and includes either sex
who may be a signatory.
13. PRIOR AGREEMENTS. This Agreement supersedes all prior
agreements entered into between the Company and Employee with regard to
the subject matter set forth herein.
IN WITNESS WHEREOF, the parties hereof have signed this
Agreement as of the _____ day of _________ 1999.
TRUETIME, INC.
By
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Name
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Title
----------------------
(EMPLOYEE)
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