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EXHIBIT NO. 10(g)
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT, is entered into between Xxxxxx X. Xxxx, an
individual residing at _________________________________________ ("Employee"),
and PINNACLE DATA SYSTEMS, INC., an Ohio corporation located at 0000 Xxxxxx
Xxxx, Xxxxxxxx, Xxxx 00000 ("Employer").
BACKGROUND
Employer is in the business of providing depot repair services for
electronic equipment and providing customized engineering applications and CPU
board designs and manufacturing for integration into existing systems. Employee
is willing to be employed by Employer, and Employer is willing to employ
Employee, on the terms, covenants and conditions hereinafter set forth.
THEREFORE, Employer and Employee agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee as Chief Financial
Officer and Treasurer to perform executive services and duties as may be
assigned to him from time to time by Employer acting by and through its C.E.O.
or Board of Directors, commensurate with his position with Employer. The duties
shall be primarily rendered in Columbus, Ohio. Employee accepts the employment.
2. TERM. This Agreement shall be effective upon signature by the
parties and has an initial term expiring on September 1, 2000 ("initial term").
The Agreement shall be automatically extended for successive one (1) year terms
on each September 1 unless either party shall have given written notice to the
other party no later than the preceding August 15 of his or its intention that
the term hereof not be extended beyond its current term.
3. COMPENSATION OF EMPLOYEE. Employee shall be paid (a) a base salary
of $72,000 (seventy-two thousand) per year, payable as agreed, but no less than
monthly, plus (b) a bonus equal to two percent (2%) of the net pre-tax income of
Employer as determined in accordance with generally accepted accounting
principles applied on a consistent basis, beginning with the 1997 fiscal year of
the Company and retroactive to July 1, 1997. Such bonus shall be paid in such
installment as the Board of Directors of Employer shall determine, but no less
than annually. All payments and benefits shall be subject to withholding for all
applicable Federal, State and local taxes, including Social Security.
Employee shall also receive those health, retirement, vacation and
other fringe benefits customarily accorded to executive employees of Employer.
Employee shall be entitled to at least three (3) weeks of paid vacation
annually, or more, if otherwise in effect for executive employees of the
Employer. Employer shall reimburse Employee for all necessary business expenses
incurred by Employee, including up to $1,500 for professional fees and dues,
professional publications and continuing professional education, provided
expenses are documented to Employer's reasonable satisfaction.
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In addition, Employee's base salary shall be reviewed by Employer not
less often than annually, and may be increased to such level as Employer may
determine. Review of Employee's salary may include a review of Employer's
performance and financial condition, salaries paid to other executives and such
other factors as Employer deems relevant. For fiscal year 1998 Employee's base
salary shall be $75,000.
4. TERMINATION PROVISIONS. Notwithstanding the provisions of Paragraph 2
above, this Agreement may be terminated by either party as follows:
(a) Employer may terminate Employee's employment at any time without
prior notice and with pay and benefits only to the date of such
termination for cause. Termination for causes shall include, but shall
not be limited to, willful failure or refusal by Employee to perform his
normal duties, dishonesty, incompetence or other serious acts of
misconduct within Employee's control.
(b) Employer may remove Employee from his duties at any time for any
other reason and terminate this Agreement only upon giving prior written
notice to Employee and upon the payment, in lump sum, of an amount equal
to (1) two year's base salary if such termination occurs during the
first year of this Employment Agreement, or (2) one year's base salary
if such termination occurs after the first year of this Employment
Agreement.
5. DISABILITY. If at any time during the employment period, Employee
shall be unable to perform his duties hereunder for a period not to exceed six
(6) month(s), Employee shall nonetheless be entitled to receive any compensation
pursuant to Paragraph 3 hereof during the period of such disability, provided,
however, that his "disability" be documented by a competent medical doctor
selected to examine said Employee at the request of the disinterested Directors,
which examination expense shall be borne by the Company. In the event said
"disability" shall continue for a period greater than six (6) month(s), Employee
shall no longer be entitled to receive any compensation pursuant to Paragraph 3
hereof during the remaining period of such disability, and upon the vote of the
majority of the disinterested Directors, said Employee shall be terminated in
consonance with the provisions of Paragraph 4. hereof as if said disabled
Employee had voluntarily terminated his services hereunder.
6. MODIFICATION OF AGREEMENT. This Agreement may only be modified in
writing and signed by both parties.
7. CONFIDENTIAL INFORMATION. Employee shall not during the term of his
employment or thereafter, disclose to any person any confidential information
obtained by him from or regarding the Company, including without limitation,
data, sales figures, projections, estimates, customer lists, tax records,
personnel history, machine readable code, accounting procedures, promotions and
any other material, accounting or business information, shall be considered and
kept as the private and privileged records of the Employer and will not be
divulged to any firm, individual or institution except on the authorization of
Employer.
8. NON-COMPETITION. Employee agrees that for a period of two (2) years
after termination of his employment, he will not directly or indirectly engage
in, or in any manner be connected with or employed by any person, firm or
corporation in direct competition with Employer within a two hundred fifty (250)
mile radius of Columbus, Ohio. The foregoing notwithstanding, if the Company
shall wrongfully prevent or refuse to permit Employee to perform the duties
assigned to him under this Agreement or shall otherwise be in default in the
performance of any of its
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obligations hereunder, then Employee may terminate his employment and enter into
a competing business; provided however, that Employee shall not compete with the
Company if he is receiving any form of compensation or other payments pursuant
to the terms of this Agreement.
9. WAIVER. Failure to insist upon a strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of any such
term, covenant or condition nor shall any such failure at any one time or more
times be deemed a waiver or relinquishment at any other time or times of any
right under the terms, covenants or conditions hereof.
10. BENEFIT. This Agreement shall inure to the benefit of and be binding
upon the Company, its successors and assigns, including but not limited to, any
company which may acquire all or substantially all of the Company's assets and
business or into which the Company may be consolidated or merged or by which the
Company's business may be held or prosecuted. Any sale of all or substantially
all of the assets of the Company shall be conditioned upon the assumption of the
Employment Agreement by the Purchaser or a buy-out of the same by the Company at
fair market value. The rights of the Employee may not be assigned or otherwise
transferred nor may the obligations of Employee be delegated.
11. MISCELLANEOUS. This Agreement contains the complete agreement of the
parties concerning the employment arrangement, and shall, as of the effective
date, supersede all other such agreements between the parties. This Agreement
shall be constructed in accordance with and governed by the laws of the State of
Ohio. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal representative, successors and
assigns.
12. STANDARD OF PERFORMANCE OF EMPLOYEE. Employee shall at all times
faithfully, industriously, and to the best of his ability, experience and
talents, perform all of the duties that may be required of and from him pursuant
to the express and implicit terms hereof.
13. NOTICES AND PAYMENTS. All payments required or permitted to be made
under the provisions for this Agreement, and all notices and other
communications required or permitted to be given or delivered under this
Agreement, which notices or communications must be in writing, shall be deemed
to have been given when delivered by hand, or mailed by first-class or certified
mail, return receipt requested, addressed to the parties at the addresses set
forth above. Either party may, by notice given to the other, designate a
different address for making payments or giving notices or other communications.
14. BOOKS AND RECORDS. Employee, his heirs, personal representative, or
assigns, or their duly appointed agents or attorneys, shall be entitled to
examine or make copies of the books and records of Employee during reasonable
business hours upon reasonable notice, for the purpose of accurately determining
the appropriate amounts to be paid Employee pursuant to Paragraph 3 hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
29TH day of OCTOBER, 1997.
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EMPLOYEE:
/S/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
EMPLOYER:
PINNACLE DATA SYSTEMS, INC.
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, CEO
