EXHIBIT 00.xx
EMPLOYMENT AGREEMENT
SBS Technologies, Inc. ("Company") and Xxxxxx Xxxxx ("Employee") agree,
effective April 26, 2002:
1. EMPLOYMENT. Company employs Employee for the period beginning
on the date of this Employment Agreement as set forth below,
and ending three years from its date or upon discharge or
resignation of Employee in accordance with the terms of this
Agreement (the "Employment Period"). During the Employment
Period, Employee will serve in the position of Executive Vice
President, and Member of Executive Committee of the Company,
or other management position as determined by the Company.
Employee will devote sufficient time and energies to the
business of Company to accomplish the duties assigned, will
perform to the best of Employee's ability all duties assigned
to Employee by Company and will devote Employee's best efforts
to advance the interests of Company. Employee will have the
power and authority determined by Company.
2. COMPENSATION. For all services performed by Employee for
Company during the Employment Period, Company will pay
Employee the salary and benefits set forth on Appendix "A".
Employee will be entitled to participate in employee benefit
programs established by Company and applicable to all
full-time employees. Employee will be entitled to vacation,
national holidays and paid sick leave in accordance with
Company policy and Appendix A. During vacation, national
holidays, and paid sick leave, Employee will receive
Employee's usual compensation.
3. REIMBURSEMENT OF EXPENSES. Company recognizes that Employee,
in performing Employee's duties hereunder, may be required to
spend sums of money in connection with those duties for the
benefit of Company. Employee may present to Company an
itemized voucher listing expenses paid by Employee in the
performance of Employee's duties on behalf of Company, and on
presentation of the itemized voucher, Company will reimburse
Employee for all reasonable expenses itemized, including but
not limited to, travel, meals, lodging, entertainment, and
promotion with respect to all activities approved in advance
by Company. Employee may receive advances from Company for
anticipated expenses. Employee agrees that the amount by which
an advance exceeds actual expenses ("Amount") will be promptly
refunded to Company upon determination by Company that it is
due, that the Amount may be deducted from any payments of any
nature (including without limitation salary) owed by Company
to employee, and that the Amount will constitute a debt from
Employee to Company, enforceable by Company in all respects as
if
EMPLOYMENT AGREEMENT
PAGE 1
Employee had executed a promissory note or other instrument
acknowledging the debt, bearing interest at a rate of 10% per
year from the date repayment is due, and payable in full on
demand without set-off or deduction.
4. SICK LEAVE AND DISABILITY. Employee will be entitled to sick
leave for the number of days determined by Company ("Sick
Leave"). Employee will be considered to be disabled during any
period in excess of Sick Leave during which Employee is unable
to work because of illness or incapacity ("Disability
Period").Employee will be entitled to receive Employee's full
salary during Sick Leave and will be deemed to be on leave,
without pay, during the Disability Period. If Employee is
unable to work for a period in excess of 90 days, Employee, at
the discretion of the Board of Directors of company, will be
considered to have resigned. In no event will Employee be
entitled to payment or other compensation for unused Sick
Leave or Disability Period, unless required by law or
otherwise provided in a policy or employment manual adopted by
Company.
5. RESIGNATION AND DISCHARGE. Employee may resign or be
discharged pursuant to the terms of this paragraph. If
Employee (i) resigns, Employee must give 30 days' notice to
Company; (ii) is discharged for cause (as later defined),
Company may discharge Employee immediately, without notice; or
(iii) is discharged not for cause from his responsibilities,
Company must give 30 days' notice to Employee. If Employee is
discharged not for cause, Employee will be paid severance pay
equal to six month's base pay in effect at the time of
termination payable in monthly installments.
For purposes of this paragraph, "for cause" means that during
the Employment Period, Employee, unless otherwise provided by
Company policy or Company employment manual, (a) is reasonably
believed by Company (i) to have failed to comply with any law,
regulation or policy, including without limitation securities
or employment or non-discrimination or similar laws,
regulations or policies, and that failure causes a significant
financial, regulatory, operational or public perception
detriment to Company, (ii) to abuse, as determined by the
Company, alcohol or to use drugs, (other than as prescribed by
Employee's physician), or (b) refuses to submit to testing for
alcohol or drugs, or (c) is reasonably believed by Company to
have committed or is charged with any felony or misdemeanor
involving moral turpitude, or (d) through willful neglect,
gross negligence, or malfeasance causes a significant
financial, regulatory, operational or public perception
detriment to Company. A determination by the Board of
Directors that Employee has
EMPLOYMENT AGREEMENT
PAGE 2
failed to perform Employee's responsibilities to the
satisfaction of the Board of Directors, without one or more of
the other elements set out in this paragraph, is not "for
cause".
6. COMPETITION AND CONFIDENTIAL INFORMATION RESTRICTIONS.
A. COMPETITION RESTRICTIONS. Employee may not during the
Employment Period, and for a period of two years
following the termination of the Employment Period,
anywhere in the United States, directly or
indirectly, own, manage, operate, invest in, control,
be employed by, participate in, be a financial
sponsor of, or be connected in any manner with the
ownership, management, operation or control of any
business that competes with a business conducted by
Company at any time during the Employment Period or
which Employee knows, during the Employment Period,
that Company intends to conduct. Employee
acknowledges that this restriction is necessary for
Company's welfare and protection in light of the
responsibilities assigned to Employee and Employee's
status in Company, that Employee is fully and
adequately compensated for this restriction.
B. CONFIDENTIAL INFORMATION. Employee acknowledges and
recognizes that Employee is, or will be, employed by
Company in a confidential relationship and may
receive and have access to the confidential business
information, customer names, contracts and other
customer data, business methods, techniques and trade
secrets of Company ("Confidential Information").
Employee may develop ideas, conceptions, inventions,
processes, methods, products and improvements; and
Employee may receive disclosures of ideas,
conceptions, inventions, processes, methods, products
and improvements made by other employees of Company
("Company Inventions"). Employee may participate with
Company in improving and developing Confidential
Information and Company Inventions. Confidential
Information and Company Inventions developed on
behalf of Company are neither commonly known nor
readily accessible to others and are used by Company
in its business to obtain a competitive advantage
over Company's competitors who do not know or use the
Confidential Information or Company Inventions.
Protection of the Confidential Information and
Company Inventions against unauthorized disclosure
and use is of critical importance to Company in
maintaining its competitive position. Employee agrees
that Employee will not, at any time, during or after
the Employment Period, make any independent use of,
or disclose to any other
EMPLOYMENT AGREEMENT
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person or organization, except as authorized by
Company in writing, any Confidential Information or
Company Inventions. Upon termination of the
Employment Period for any reason, Employee shall
promptly deliver to Company all drawings, manuals,
letters, notes, notebooks, reports, customer lists,
customer data, mailing lists, and all other materials
and records of any kinds, and all copies thereof,
that may be in the possession of, or under the
control of, Employee pertaining to Company's business
including any that contain any Confidential
Information or Company Invention.
C. BUSINESS RELATIONSHIPS. Employee acknowledges
Company's efforts to establish valuable business
relationships with its clients, customers and
suppliers. Employee recognizes that Company has
invested resources in the training and the
professional development of Employee, and Employee
further recognizes Employee's responsibility to the
Company when Company entrusts Employee with
Confidential Information. In view of Company's
efforts, Employee agrees that unless Company
authorizes Employee to do so in writing, Employee
will not, for a period of one year after termination
of employment with Company, solicit the purchase of
products or services directly competing with products
and services of Company from any person, corporation,
business organization or enterprise which: (i) has
made any purchase of products or services from
Company within the two years immediately preceding
termination of former Employee's employment
("Customer"); or (ii) has been contacted by Employee
during the last 12 months of Employee's employment
for the purpose of securing the purchase of products
or services from Company ("Prospective Customer").
D. NON-SOLICITATION OF EMPLOYEES. Employee is aware that
Company has a significant investment in its
employees. For a period of twelve months after
termination for any reason of Employee's employment,
neither Employee nor any person or entity by whom
Employee may be employed or of which Employee may be
an officer, director, partner, trustee or control
person, will directly or indirectly employ or solicit
to employ, or otherwise retain or solicit to retain,
any person employed by Company as of the date of
Employee's termination of employment or during the
twelve month period thereafter, unless that person
has been terminated by Company without cause (as
determined in good faith by Company) before the time
of the solicitation, employment or retention.
EMPLOYMENT AGREEMENT
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E. REMEDIES. Employee and Company recognize that
irreparable injury may result to Company in the event
of breach or threatened breach of this paragraph of
this Agreement by Employee. If Employee commits a
breach or threatens to commit a breach of any of the
provisions of this paragraph, Company shall have the
right and remedy, in addition to any others that may
be available, at law or in equity, to have the
provisions of this paragraph specifically enforced by
any court having equity jurisdiction, together with
an accounting therefor, Employee having specifically
acknowledged that any such breach or threatened
breach will cause irreparable injury to Company and
that money damages will not provide an adequate
remedy to Company.
7. INVALIDITY. If any provision of this Employment Agreement is
later construed to be unenforceable or invalid, the remaining
provisions shall not be affected but shall continue in full
effect. If any term of this Employment Agreement is found to
be unenforceable or invalid by any court having jurisdiction,
that court shall have the power to reduce or revise the term
and the paragraph(s) shall then be fully enforceable.
8. ASSIGNMENT. Employee acknowledges that Employee's services are
unique and personal. Accordingly, Employee may not assign
Employee's rights or delegate Employee's duties or obligations
under this Agreement. The Employer's rights and obligations
shall inure to the benefit of and shall be binding upon
Employer's successor and assigns.
9. PERSONNEL POLICIES. Company's written personnel policies apply
to all of Company's employees, including Employee, and
describe additional terms and conditions of employment of
Employee. Those terms and conditions, as Company may revise
from time to time, are incorporated by reference into this
Employment Agreement. Company reserves the right to revise the
personnel policies from time to time, as Company deems
necessary. If any personnel policy provision conflicts with a
provision of this Employment Agreement, the terms of this
Employment Agreement shall govern.
10. ALCOHOL AND DRUG TESTING. Employee agrees to comply with and
submit to any Company program or policy for testing for
alcohol abuse or use of drugs and, in the absence of such a
program or policy, to submit to such testing as may be
required by Company and administered in accordance with
applicable law and regulations.
11. BINDING EFFECT. This Employment Agreement constitutes the
entire understanding of the parties, may be modified only in
writing, is governed
EMPLOYMENT AGREEMENT
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by laws of the state of New Mexico, and will bind and inure to
the benefit of Employee and Employee's personal representative
and Company and Company's successors and assigns.
EMPLOYMENT AGREEMENT
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DATED: May 15, 2002.
COMPANY:
SBS TECHNOLOGIES, INC.
BY: /s/ XXXXXXXXXXX X. XXXXXXX
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ITS: CEO
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EMPLOYEE:
/s/ XXXXXX XXXXX
-----------------------------------
XXXXXX XXXXX
EMPLOYMENT AGREEMENT
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APPENDIX A
TO
EMPLOYMENT AGREEMENT
XXXXXX XXXXX
EMPLOYEE
POSITION: Executive Vice President, President of the Communications and
Enterprise Group and Member of the Executive Committee of the Company, reporting
directly to the Chief Operating Officer.
COMPENSATION: $225,000 base annual salary.
BENEFITS:
Standard Employee
Benefits: Medical insurance
Dental insurance
Life Insurance
Long and short-term disability insurance
Ten holidays per year
Sick leave
Optional Benefits: 401(k) Plan
Flexible Spending Account Program
Supplemental Life Insurance
All Standard and Optional Benefits will be as provided by Company to employees
generally, and are subject to modification from time to time by Company.
Additional Benefits: Four weeks paid vacation per year
Immediate, full vesting under any employee plans
in effect at signing that require vesting
Stock Option Grant: Nonqualified stock options for 50,000 shares of common
stock, with exercise, termination and other terms as provided in an Option
Agreement ("Option Agreement") and the 1993 Director and Stock Option Plan under
which it is issued, including the following:
The Options will vest in four installments, vesting as follows:
12,500 April 25, 2003
12,500 April 25, 2004
12,500 April 25, 2005
12,500 April 25, 2006
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All options granted as of this date which have not yet vested will vest
immediately prior to a change of control of the company. The Options will
terminate ten years from the date of grant, and the exercise price for the
options will be the Nasdaq closing price on April 25, 2002.
EMPLOYMENT AGREEMENT
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