EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of April 20, 1995, between IPC Bridge,
Inc., a New York corporation (the "Employer"), and Xxxxxx X. Xxxxx (the
"Employee").
WHEREAS:
(a) Employer is the successor by merger to Bridge Electronics
Inc.,("Bridge"), Employee's prior employer; and
(b) Employer desires to retain the services of Employee on
the terms and conditions hereinafter set forth; and
(c) Employee desires to furnish his services on such terms
and conditions;
NOW, THEREFORE, in consideration of the premises and the respective
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, agree as follows:
1. Employment and Duties. Employee is hereby employed by Employer
with such duties as previously were performed by him for Bridge. Employee will
have the title of President. In the performance of his duties, Employee shall
report to the Board of Directors.
During his employment by Employer, Employee will work
exclusively for Employer, will use his best efforts, skill, expertise, knowledge
and experience in connection with his employment, and will devote his full time
and attention to his duties hereunder and to furthering and promoting the
interests of the Employer (and, as directed, any parent corporation, subsidiary
or affiliate of Employer). The foregoing shall not be construed to prevent the
Employee from making passive investment of his assets in any business so long as
such business does not compete with that of the Employer, so long as Employee
does not engage in performance of services in the operation or affairs of such
business, and so long as such investment by Employee does not otherwise conflict
with the terms of this Agreement.
The Employer acknowledges Employee's continued ownership in
Lazer Inc. ("Lazer") and agrees that, provided that (i) his continued activity
on Lazer's behalf does not interfere with the performance of his duties for and
his obligation of loyalty to the Employer and (ii) Lazer's business is not
competitive with or otherwise contrary to the interests of Employer, then
neither such ownership nor such activity or business shall be deemed to
constitute a breach or violation of the foregoing provisions of this Section 1.
2. Term. The Employee's employment with the Employer will be for
a period of five (5) years commencing as of April 24, 1995, subject to
termination as set forth in Section 6, and otherwise upon the terms and
conditions of this Agreement.
3. Compensation; Expenses.
(a) As Base Compensation for Employee's performance of this
Agreement, Employee shall receive a salary at the rate of One Hundred Fifty
Thousand ($ 150,000.00) Dollars) per annum, payable in accordance with
Employer's standard payroll practices and subject to usual payroll deductions.
(b) Employer shall pay or reimburse Employee for all
reasonable travel (excluding commutation) and other expenses paid or incurred by
him in the performance of his duties under this Agreement, provided that he
first properly accounts therefor in accordance with Employer's policies. In
addition, Employer shall lease and insure (bearing up to $550 per month of the
cost thereof) a car for Employee's use, which use shall conform to Employer's
reasonable rules and restrictions.
4. Benefits.
(a) As an employee of a subsidiary of IPC Information
Systems, Inc., there will be available to you insurance, medical insurance,
vacation, and incentive compensation programs such as IPC's Stock Option and
Incentive Plan, together with such other benefits as may from time to time be
available to similarly situated IPC employees subject, however, to the usual
requirements of application and eligibility.
(b) Employee shall be entitled to four weeks vacation per
year, and at such time or times, as is in accordance with Employer's standard
practices.
(c) In order to assist the Employee in paying Federal and
New York State income taxes which may arise out of his receipt on January 3,
1996 of "IPC Stock", being the common stock, $0.01 par value, of IPC Information
Systems, inc., Employer agrees to loan to Employee an amount equal to the result
of multiplying (a) thirty-seven and one half (37 1/2 %) percent of the Closing
Price (as defined below) per share of IPC Stock on such date by (b) the number
of shares of IPC Stock so received by the Employee. As used above, "Closing
Price" shall mean the closing price per share on the NASDAQ National Market of
IPC Stock on the date of determination. Any such loan shall be advanced on April
8, 1996, shall be evidenced by a Promissory Note in the form of Exhibit A hereto
and shall be
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on the terms set forth in such Promissory Note.
5. Confidentiality. As an integral part of the employment
relationship established by this Agreement, Employee is signing and delivering,
with this Agreement, the confidentiality/noncompetition/proprietary information
agreement attached hereto.
6. Termination and Related Matters.
(a) Death or Disability. This Agreement shall terminate in
the event of the death or, at the Employer's sole option, disability of the
Employee, in which case no compensation or benefits shall be payable under this
Agreement, except for unpaid Base Compensation pro rated for that portion of the
year during which the Employee was actually employed by the Employer. For
purposes hereof, the Employee shall be deemed to be disabled if he is unable
substantially to perform his duties hereunder for a period of six (6)
consecutive months because of physical or mental illness. During such six (6)
month period the Employee shall receive his normal compensation and benefits.
(b) Termination for Cause. The Employer may terminate the
Employee's employment hereunder for "Cause." Such termination shall be effective
immediately upon notice of termination, provided that the Employer shall have
given fifteen (15) days' prior notice to the Employee of its intention to so
terminate the Employee's employment hereunder, stating the Cause therefor, and
the Employee shall not have cured such Cause prior to delivery of notice of
termination by the Employer.
For purposes of this Agreement, "Cause" shall mean and include
a determination by the Board of Directors of the Employer of the Employee's:
refusal or failure in any material respect to perform, or to comply in any
material respect with his duties and obligations hereunder, refusal to follow
directions commensurate with his office or other substantial breach of the
substantive provisions of this Agreement, dishonesty, disloyalty, other conduct
contrary to the interests or policies of the Employer or IPC (including drug or
alcohol abuse, sexual abuse or harassment), or his conviction of a crime.
In the event that the Employee's employment hereunder shall
terminate for Cause, the Employee shall relinquish all rights to any
compensation or benefits whatsoever hereunder, except for unpaid Base
Compensation pro rated for that portion of the year during which the Employee
was actually employed by the Employer, and subject to offset for any moneys or
benefits wrongfully derived, received or obtained by the Employee from any
source as a result of any event constituting Cause hereunder.
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7. Notices. Notices and other communications required or
permitted under this Agreement shall be in writing and directed as follows:
(a) To Employer in care of:
IPC INFORMATION SYSTEMS, INC.
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Office of the Corporate Secretary
(b) To Employee:
Xx. Xxxxxx X. Xxxxx
0 Xxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
With copy to:
XXXXX & XXX XXXXXX
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxx, Esq.
The parties may designate by notice to each other any new
address for the purpose of notice under this Agreement. All notices shall be
effective and deemed delivered when mailed postage prepaid by Registered or
Certified Mail, return receipt requested. Notice shall be effective
notwithstanding the addressee's refusal to execute a return receipt.
8. Waiver of Breach. The waiver by Employer of a particular
breach by Employee of any provision of this Agreement shall not operate or be
construed as a continuing waiver or as a waiver of any subsequent or other
breach.
9. Binding Effect; No Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, the related entities and
affiliates referred to hereinabove, and their respective heirs, executors,
administrators, successors and assigns. Neither this Agreement nor any rights
hereunder may be assigned by Employee without the prior written consent of
Employer.
10. Entire Agreement. This Agreement contains the entire agreement
of the parties with respect to the subject matter hereof, and supersedes and
replaces all prior negotiations, commitments, writings, agreements and
understandings between the parties, oral or written, with respect 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. Neither party has relied on
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any representation, warranty, covenant or agreement not expressly set forth
herein. Employee acknowledges that he has been represented by independent
counsel of his choice in connection with this Agreement.
11. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
12. Headings. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
any provision or provisions of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Employment
Agreement as of the day and first year above written.
IPC BRIDGE, INC.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------
/s/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx
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EMPLOYEE/CONSULTANT INVENTION,
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
IPC Information Systems, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen/Madams:
IPC Information Systems, Inc. and its subsidiaries including IPC
Bridge Inc. (collectively, the "Company") are engaged in a business which
depends to a great extent on proprietary and confidential systems and
information. I am engaged as a consultant or employee of the Company. I
understand that the Company maintains a Company policy concerning inventions,
confidentiality and certain other matters relating to engagement by the Company.
I understand it is a condition to my engagement at the Company to abide by that
policy. Therefore, I agree:
1. I will devote my time, skill, labor and knowledge to the
advancement of the Company's interests by performing such duties as may have
been or may be assigned to me by the Company.
2. During my engagement and at all times thereafter I will hold
in confidence and not disclose to third parties all information, matters and
things related to the business or prospective business of the Company of a
confidential or secret nature which I may acquire during my engagement. I will
not, without the consent of the Company, use any such matter or thing or
disclose to others any matter or thing related to the business or prospective
business of the Company where such disclosure might possibly be contrary to the
best interests of the Company. I agree that all information relating to the
product design and structure, schematics, software, uses and sources of system
components and processes of the Company, as well as customer identity and
equipment configurations offered or sold to customers, are intended to be
confidential.
3. I will not, for a period of two years following any
termination of my engagement by the Company, solicit any customer or employee of
the Company to become a customer or employee of (or consultant to or agent for)
any person engaged in business activity competitive with the business of the
Company.
4. The Company has all right to possession of, and all title in
and to, all information, papers and documents (including drawings), in whatever
medium stored, and copies, abstracts and summaries thereof, which I may
originate or which may come into my possession during my engagement and which
relate to the business or prospective business of the Company.
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I will deliver all such things promptly to the Company on termination of my
engagement or at any time the Company may request.
5. I will fully disclose to the Company all inventions, software,
design or systems architecture relating in any way to the business or
prospective business of the Company which I make or conceive of during my
engagement by the Company and for three months thereafter, except if and while
actively employed pursuant to an arms' length engagement by an unrelated and
nonaffiliated individual or entity. I hereby assign all my right, title and
interest in and to such items, any patents thereon, patent rights or patentable
material relating thereto (together, the "Proprietary Material") to the Company.
6. As an employee of Bridge Electronics Inc., the predecessor to
Bridge IPC, I acknowledge that the Proprietary Material which I have had made or
conceived during my employment by Bridge Electronics belonged to Bridge
Electronics and to the extent not previously assigned to Bridge Electronics I
hereby assign to Bridge IPC all of my right, title and interest in such
Material.
7. I will, on request of the Company, at any time during or
following my engagement, execute specific assignments (prepared by the Company)
reflecting the assignment to the Company or its nominee of the Proprietary
Material, applicable to the United States and to any and all foreign countries,
as well as execute all patent applications and papers relating thereto, and take
all other lawful acts, upon reasonable notice and at the Company's expense,
which the Company deems reasonably necessary or advisable in connection
therewith, including the giving of testimony.
8. I agree that while in the engagement of the Company, and, for
a period of up to two years thereafter, I will not, directly or indirectly, own,
manage, operate, participate as a principal in or be employed by or otherwise be
interested financially in, or connected in any commercial manner with, any
business competitive with that conducted by the Company; provided, however, that
following the termination of my engagement at the Company, the provisions of
this paragraph 8 will apply only so long as the Company continues to pay me my
base salary at the level in effect on the date of the termination of my
engagement.
9. The salary and/or fees and charges paid me or the firm with
which I am associated constitute full and complete compensation to me for all my
obligations and services and for all general and specific assignments under this
Agreement. Nothing contained in this Agreement is intended to or shall create
any right to employment, engagement, salary, benefits or other compensation not
otherwise agreed to by the Company in writing.
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10. It is understood that my undertakings in Paragraphs 2 through
8 shall be binding upon me both during my engagement by the Company and
subsequent thereto (for so long as stated in the applicable paragraph), and upon
my heirs, successors, personal representatives and assigns, and that this entire
Agreement shall inure to the benefit of the Company and its successors and
assigns. I agree that my breach of any of the agreements contained herein may
cause injury to the Company not remedied by mere payment of money damages;
therefore, I agree, in aid of arbitration, to submit to the equitable remedies
of a federal or state court sitting in New York State to prevent me from
engaging in activities which could result in the use of Proprietary Material or
confidential information by persons other than the Company.
11. In the event of any litigation arising out of or under this
confidentiality, etc. agreement, the prevailing party shall be entitled to
recover its reasonable costs and expenses including attorneys' fees.
12. Any dispute or controversy between or among the parties hereto
relating to or arising out of this Agreement, or any amendment or modification
thereof, or the breach thereof, shall be settled by binding arbitration in New
York, New York pursuant to the rules then obtaining of the American Arbitration
Association. No legal measures shall be taken except to obtain an injunction,
restraining order or other preliminary relief in aid of arbitration and to
enforce such arbitration and the award of the arbitrators. The parties agree
that the relief which the arbitrators shall have the power to award to any party
in any such arbitration shall include, without limitation, injunctive relief,
damages and specific performance. The parties consent to the jurisdiction of the
courts of the State of New York located in the County of New York for purposes
of issuance of an injunction, restraining order or other preliminary relief in
aid of arbitration, enforcement of the arbitration agreement and proceeding, and
the entry of a judgment on any award, and further consent that any process or
notice of motion or other application to a court or to a judge thereof may be
served by registered or certified mail.
/s/ Xxxxxx X. Xxxxx
---------------------------------------
Xxxxxx X. Xxxxx
IPC BRIDGE, INC.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Dated: April 20, 1995
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