EMPLOYMENT AGREEMENT
THIS AGREEMENT, made this 30 day of July, 1997 to be effective as of the 1st day
of March, 1997, by and between C-COR ELECTRONICS, INC., a Pennsylvania Business
Corporation with its principal place of business at 00 Xxxxxxx Xxxx, Xxxxx
Xxxxxxx, Xxxxxxxxxxxx ("Corporation"),
-AND-
XXXXXXX X. XXXXXXXX, of Windwardside, Saba, Netherlands Antilles ("Employee")
BACKGROUND
A. Corporation desires to employ Employee as its Senior Vice President -
Marketing, Business Development and Services and Employee desires to be so
employed by Corporation.
B. The parties mutually desire to set forth in this Employment Agreement (the
"Agreement") the terms and conditions under which Employee will be employed by
Corporation.
NOW, THEREFORE, in consideration of the mutual promises contained herein, and
intending to be legally bound thereby, the parties hereto agree as follows:
SECTION I.
Description of Employment
1.01. Employment and Term. Corporation agrees to employ Employee and Employee
agrees to be so employed for a term commencing on March 1, 1997 and ending on
November 3, 1999 (the "Term"). Provided, however, that Employee's employment
hereunder shall be contingent upon Employee's securing an extension of his L1A
Visa to November 3, 1999. Corporation may terminate this Agreement in the event
that Employee fails to secure an extension to his current L1A Visa, effective
as of the date of the expiration of Employee's current L1A Visa.
1.02. Capacity. During the Term, Employee shall serve as Corporation's Senior
Vice President - Marketing, Business Development and Services, or in such other
offices or capacities as shall be determined by Corporation's Board of
Directors.
1.03. Time and Efforts. During the Term, Employee shall diligently and
conscientiously devote his best efforts and his full time and attention to the
discharge of his duties as Senior Vice President - Marketing, Business
Development and Services and of such other duties as may be determined by the
Board of Directors of Corporation. Employee acknowledges that during the period
of this employment pursuant to this Agreement as the Senior Vice President -
Marketing, Business Development and Services of Corporation, he will not have
any other employment or business affiliations without the prior approval of the
Board of Directors of Corporation.
SECTION II.
Compensation
2.01. Salary. During the period of Employee's employment hereunder as Senior
Vice President Marketing, Business Development and Services Corporation shall
pay to Employee a salary at an annual rate of One Hundred Fifteen Thousand
($115,000) Dollars through the period ending on June 27, 1997 and at the annual
rate of One Hundred Twenty-Eight Thousand ($128,000.00) Dollars commencing on
June 28, 1997, payable bi-weekly, for services rendered. Employee may be
eligible for future increases in salary, based on Corporation's evaluation of
Employee's performance. Further, Employee acknowledges receipt of a one (1) time
initial relocation expense payment of Thirty-Six Thousand Nine Hundred
($36,900.00) Dollars.
2.02. Business Expenses. Employee shall be reimbursed by Corporation for all
reasonable expenses incurred in carrying out his employment duties or in
otherwise promoting the business of Corporation by presenting to the designated
officer of Corporation an itemized expense account report with receipts
attached.
2.03. Incentive Compensation. During the Term, Corporation shall include
Employee as a participant at the Officer level under Corporation's "Variable
Compensation Plans" or any successor Plans. Employee will be entitled to such
awards as are declared from time to time by the Board of Directors under the
terms of the "Variable Compensation Plans" or any successor Plans.
2.04. Stock Options. Employee shall be eligible for stock option awards in
accordance with stock option plans adopted by the Corporation from time to time.
All such stock option awards shall be nonqualified stock options and shall be
granted under and be subject to all of the terms and conditions of the C-COR
Electronics, Inc. 1988 Stock Option Plan and a Nonqualified Stock Option
Granting Agreement or any successor plan and granting agreement.
2-05. Supplemental Retirement Plan. Employee will be entitled to participate in
Corporation's Supplemental Retirement Plan with an annual supplemental
retirement benefit of Eighteen Thousand and No/100 ($18,000.00) Dollars
commencing at Employee's retirement at age sixty-five (65) and continuing for a
period of fifteen years in accordance with and subject to the terms of such plan
and a Participation Agreement entered into between Corporation and Employee on
May 14, 1993 and attached hereto as Exhibit "A.".
2.06. Life Insurance Coverage. Corporation will provide to Employee group term
life insurance in a face amount equal to three times the Employee's salary.
Changes in life insurance coverage will occur at the same time Employee's salary
is changed pursuant to Section 2.01 hereof.
2.07. Financial and Tax Planning Reimbursement. Corporation agrees to reimburse
Employee for expenses incurred in his personal financial and tax planning up to
an amount not exceeding One Thousand and No/ 100 ($1,000.00) Dollars per year
during the term of this Agreement.
2.08. Other Benefit Plans. During the Term, Employee shall also be eligible to
voluntarily participate in Corporation's other fringe benefit plans, upon
Employee's payment of appropriate premiums, co-pays and deductibles, including
both those plans presently existing and those which may in the future be
adopted, in accordance with the terms and provisions of such plans.
2.09. Vacation. During the Term, Employee shall be entitled to three (3) weeks
vacation per year.
2. 10. Physical Examination. Corporation agrees to reimburse Employee in an
amount not to exceed Two Hundred and No/ 100 ($200. 00) Dollars per year for the
expense of an annual physical examination by a physician selected by Employee.
2.1 I. Final Relocation Payment. On or before June 26, 1998, Corporation shall
pay Employee a one (1) time lump sum payment of One Hundred Twenty Thousand
($120,000.00) Dollars, less appropriate federal, Pennsylvania and local
withholding taxes, in consideration of Employee's relocation to State College,
Pennsylvania. Should Employee voluntarily resign from his employment by
Corporation within one (1) year from the date of the execution of this Agreement
and the final relocation payment has already been paid to Employee at the time
of Employee's resignation, Employee agrees to pay to Corporation an amount equal
to the reduction of the final relocation payment determined in accordance with
the following table within thirty (30) days of the Employee's termination of
employment:
Percentage
Number of Months Between Execution Reduction of
Date of this Agreement and Employee's Final Relocation
Effective Date of Resignation Payment
------------------------------------- ----------------
0 - 6 months 100%
6 - 9 months 75%
9 - 12 months 25%
In the event such payment has not yet been paid to Employee prior to Employee's
resignation, Corporation shall not have any obligation to pay Employee
any portion of such final relocation payment.
SECTION III.
Intellectual Property
3.01. Disclosure. Employee agrees to promptly and fully disclose to Corporation
all inventions, improvements, original works of authorship, formulas, processes,
computer programs, techniques, know-how and data (hereinafter collectively
referred to as "Inventions"), whether or not patentable or copyrightable, made
or conceived or first reduced to practice or learned by Employee either alone or
jointly with others, whether during Employee's regular hours of employment and
directly or indirectly relating to or capable of being used for the benefit of
Corporation's business. Employee agrees, without compensation additional to that
provided for in Section II of this Agreement, to assign all rights in and to
such inventions to Corporation and to execute, at Corporation's request,
appropriate documents effectuating such assignments.
3.02. Maintenance of Records. Employee agrees to maintain accurate and current
written records of all such Inventions, in the form of notes, sketches,
drawings, or reports which shall be and will remain the property of and be
available to Corporation at all times.
3.03. Provision of Assistance. Employee agrees, upon Corporation's request,
during and after the Term, to assist Corporation, its attorneys, and nominees at
its or their expense in preparing and prosecuting applications for letters
patent on Inventions created by him and applications to register copyrights on
inventions created by him providing, however, that time actually spent by
Employee at such work after termination of employment, at Corporation's request,
shall be paid for by Corporation at a reasonable rate, and that necessary
expenses incurred by Employee in connection with Employee's duties under this
paragraph shall be paid by Corporation.
3.04. Previous Inventions. Employee expressly retains an interest in and title
to Inventions patented or unpatented which Employee conceived prior to the Term.
3.05. Term of Obligation. Employee's termination of employment by Corporation
under this Agreement shall not affect the obligations imposed on Employee by
Paragraphs 3.01, 3.02 and 3.03 and such obligations shall be binding on
Employee's heirs, executors and administrators.
SECTION IV.
Confidentiality and Noncompetition
4.01. Confidentiality. Employee agrees, during and after the Term, without the
prior written consent of Corporation, not to disclose to any person other than
Corporation, by publication or otherwise, or use for his own benefit, any
confidential information of Corporation or any Inventions, whether conceived in
whole or in part by Employee or by others. Employee's duty under this section
includes but is not limited to the nondisclosure of trade secrets or
confidential information, knowledge or data of Corporation which he may obtain
during the course of his employment relating to Corporation's business,
technical or otherwise, including but not limited to manufacturing methods,
processes, techniques, products, engineering development products, computer
programs, customer lists. machines, research, compositions, inventions or
discoveries. Employee agrees that upon leaving the employ of Corporation, he
will not take with him any original or copy of documents, or records relating to
the foregoing matters, without the written consent of Corporation. This Section
does not apply to any Inventions described in Section 3.04 above.
4.02. Noncompetition. In consideration of Employee's employment, for the
duration of his employment by Corporation, and for a period of two (2) years
after the termination thereof, employee agrees:
(a) Not to, on behalf of himself or any other
entity or corporation, directly or indirectly, as an
employee, agent, independent contractor, owner,
stockholder, partner, officer, director or otherwise,
engage in the business of the manufacture or sale of
electronic equipment for use in cable television or
broadband data transmission systems in Xxxxx Xxxxxxx,
Xxxxxxx Xxxxxxx xxx Xxxxx Xxxxxxx, Europe, the Middle
East and the Far East, including the Pacific Rim.
(b) Not to call on or solicit, on behalf of
himself or on behalf of any other entity or
corporation, any of the customers of Corporation for
the purpose of selling or distributing to any of said
customers any product or service comparable to or
competitive with products or services developed, sold
and/or distributed by Corporation or products or
services which Corporation may have under development
during the period of time Employee was employed by
Corporation ("Corporation's Products"); nor will
Employee in any way, directly or indirectly, for
himself or on behalf of any other entity or
corporation, solicit, divert or take away any
customer of Corporation. For purposes of this
Agreement, "customer" shall mean any person, entity
or corporation which has purchased Corporation's
Products, or has received a price quotation from
Corporation for Corporation's Products, at any time
within the three (3) year period prior to the date of
termination of Employee's employment.
(c) Not to enter or attempt to enter into an
employment or agency relationship with any person
who, at the time of such entry (or attempted entry),
or at the time of termination of Employee's service
with Corporation, was an officer, director, employee,
principal or agent of Corporation if, but only if,
such employment or agency relationship is with
respect to a business in competition with
Corporation.
(d) Not to induce or attempt to induce any
person described in subparagraph (c) to leave his or
her employment, agency, directorship or office with
Corporation to enter into a business in competition
with Corporation.
It is understood by and between the parties to this Agreement that the aforesaid
covenants set forth in this Section 4.02 are essential elements of this
Agreement, and that, but for the agreement of Employee to comply with such
covenants, Corporation would not have agreed to the terms of employment set
forth in this Agreement. Such covenants by Employee shall be construed as
agreements independent of any other provisions in this Agreement. The existence
of any claim or cause of action by Employee against Corporation, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Corporation of such covenants.
In addition to all other legal remedies available to Corporation for enforcement
of the covenants of this Section 4.02, the parties agree that Corporation shall
be entitled to an injunction by any court of competent jurisdiction to prevent
or restrain any breach or threatened breach hereof.
The parties to this Agreement agree that, if any court of competent jurisdiction
determines the specified time period or the specified geographical area of
application, or the definition of Corporation's Products in such covenants to be
unreasonable, arbitrary or against public policy, then a lesser time period
and/or a smaller geographical area and/or a less encompassing definition of
Corporation's Products which are determined to be reasonable, nonarbitrary and
not against public policy may be enforced against Employee. The parties to this
Agreement agree and acknowledge that they are familiar with the present and
proposed operations of Corporation and believe that the restrictions set forth
in this Section 4.02 are reasonable with respect to its subject matter, duration
and geographical application.
The provisions of this Section 4.02 may be waived, in part or fully, in writing
by Corporation at its option.
These restrictive covenants shall survive the termination of this Agreement.
SECTION V.
Change of Control: Indemnification Agreement
5.01. Change of Control. Employee will continue to be covered under the Change
of Control Agreement between Corporation and Employee dated May 14, 1993 and
attached hereto as Exhibit "B."
5.02. Indemnification. Employee will continue to be covered under the
Indemnification Agreement between Corporation and Employee dated February 3,
1992 and attached hereto as Exhibit "C."
SECTION VI.
Miscellaneous
6.01. Use of Name. Employee agrees to allow Corporation to have his name or
picture used by Corporation for advertising or trade purposes during the term of
this Agreement.
6.02. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon Employee and upon Corporation, their successors and assigns,
including, without limitation, any person, partnership, company or corporation
which may acquire substantially all of Corporation's assets or business or into
which Corporation may be consolidated, merged or otherwise combined.
6.03. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
6.04. Legal Construction. In the event any one or more of the provisions
contained in this Agreement shall for any reason be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not effect any other provision thereof and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
6.05. Amendment. No amendment, modification or alteration of the terms hereof
shall be binding unless the same be in writing, dated subsequent to the date
hereof and duly executed by the parties hereto.
6.06. Integration. This Agreement, plus the attached Exhibits, constitute the
entire understanding and agreement between Corporation and Employee with regard
to the subject matter hereof and supersedes all other agreements and
understandings between Corporation and Employee, including, without limitation,
the Employment Agreement between Corporation and Employee dated February 28,
1997 and a supplementary Memo dated March 17, 1997 from
Xxxxxx Xxxxxxx to Xxxxx Childs and Xxxxxxx X. Xxxxxxxx.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement with the
intent to be legally bound thereby on the day and year first above written.
C-COR ELECTRONICS, INC.
By: Xxxxx X. Xxxxxxxx, President and
Chief Executive Officer
By: Xxxxxxx X. Xxxxxxxx
