Exhibit 6.11
EMPLOYMENT AGREEMENT
Employment Agreement, between DCH Technology (the "Company") and Xxxxx X.
Xxxxxxxx (the "Employee").
1. For good consideration, the Company employs the Employee on the following
terms and conditions.
2. Term of Employment. Subject to the provisions for termination set forth
below this agreement will begin on January 1, 1995 and terminate on December 31,
2000 unless earlier terminated.
3. Salary. The Company shall pay Employee an annual salary, payable at regular
payroll periods, as agreed for Employee's services.
4. Duties and Position. the Company hires Employee as Vice President -
Engineering (position), which duties may be reasonably modified at the Company's
discretion.
5. Employee to Devote Full Time to the Company. Employee will devote full
time, attention, and energies to the business of the Company and, during this
employment, will not engage in any other business activity, regardless of
whether such activity is pursued for profit, gain or other pecuniary advantage.
Employee is not prohibited from making personal investments in any other
business provided those investments do not require active involvement in the
operation of said companies.
6. Confidentiality of Proprietary Information. Employee agrees, during or
after the term of employment, not to reveal trade secrets or confidential
information, or any part of it, to any person, firm, corporation or entity.
Should Employee reveal, or threaten to reveal, this information, the Company
shall be entitled to an injunction restraining Employee from disclosing same, or
from rendering any services to any entity to whom said information has been or
is threatened to be disclosed. The right to secure an injunction is not
exclusive, and the Company may pursue any other remedies it has against Employee
for a breach or threatened breach of this condition, including the recovery of
damages from Employee.
7. Reimbursement of Expenses. The Employee may incur reasonable expenses for
furthering the Company's business, including expenses for entertainment, travel,
and similar items. The Company shall reimburse Employee for all authorized
business expenses after Employee presents an itemized account of his
expenditures, pursuant to Company policy.
8. Disability. If Employee cannot perform his duties because of illness or
incapacity for a period of more than six months, the compensation due him during
his illness or capacity will be reduced by 50 percent. The Employee's full
compensation will be reinstated upon return to work.
9. Termination of Agreement. Without cause, the Employee may terminate
employment upon thirty (30) days' written notice to the Company. Employee may be
required to perform his or her duties and will be paid the regular salary to
date of termination but shall not receive severance allowance. Notwithstanding
anything to the contrary contained in this agreement, the Company may terminate
the Employee's employment upon thirty (30) days' notice to the Employee should
any of the following events occur:
a) The sale of substantially (ninety [90] percent or more) all of the
Company's assets to a single purchaser or group of associated purchasers; or
b) The sale, exchange, or other disposition, in one transaction of the
majority of the Company's outstanding corporate shares; or
c) The Company's decision to terminate its business and liquidate its
assets;
d) Bankruptcy or chapter 11 reorganization.
11. Death Benefit. Should Employee die during the term of employment, the
Company shall pay to Employee's estate compensation due through the end of the
contract.
12. Restriction on Post Employment Compensation. For a period of one (1)
year after the end of employment, the Employee shall not control, consult to or
be employed by any business similar to that conducted by the company, either by
soliciting any of its accounts or by operating within Employer's general trading
area.
13. Assistance in Litigation. Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party either during or after employment.
14. Effect or Prior Agreements. This Agreement supersedes any prior
agreement between the Company or any predecessor of the Company and the
Employee, except that this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind elsewhere provided and
not expressly provided in this agreement.
15. Settlement by Arbitration. Any claim or controversy that arises out of
or relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgement upon the award rendered may be entered in any court with
jurisdiction.
16. Limited Effect of Waiver by Company. Should Company waive breach of
any provision of this agreement by the Employee, that waiver will not operate or
be construed as a waiver of further breach by the Employee.
17. Severability. If, for any reason, any provision of this agreement is
held invalid, all other provisions of this agreement shall remain in effect. If
this agreement is held invalid or cannot be enforced, then to the full extent
permitted by law any prior agreement between the Company (or
any predecessor thereof) and the Employee shall be deemed reinstated as if this
agreement had not been executed.
18. Assumption of Agreement by Company's Successors and Assignees. the
Company's rights and obligations under this agreement will inure to the benefit
and be binding upon the Company's successors and assignees.
19. Oral Modifications Not Binding. This instrument is the entire
agreement of the Company and the Employee. Oral changes have no effect. It may
be altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
Signed this 31 day of December 1994.
-- -------- --
/s/ Xxxxx X Xxxxxx /s/ Xxxxx X. Xxxxxxxx
------------------------- -------------------------
DCH Technology, Inc. Xxxxx X. Xxxxxxxx
(Seal) XXXXXX X. XX
Comm. 1024314
NOTARY PUBLIC . CALIFORNIA
Los Angeles County
My Comm. Expires Apr. 24, 1998
