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EXECUTIVE EMPLOYMENT AGREEMENT
between
TRIDENT INTERNATIONAL, INC.
and
J. XXX XXXXX
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AGREEMENT made as of and effective on June 1, 1997 by and between TRIDENT
INTERNATIONAL, INC., a Delaware corporation with its principal offices at 0000
Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx ("the Company") and J. XXX XXXXX residing
at 000 Xxxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx ("the Executive")
WITNESSETH:
WHEREAS, by letter dated February 5, 1996 (the "Letter"), the Company
offered the Executive a position with the Company as Vice President and Chief
Financial Officer, and the Executive accepted that offer; and
WHEREAS, the Executive continues to hold the position of Vice
President and Chief Financial Officer (here and in paragraph 6.A.,"the
Position") of the Company, while also acting as Secretary and Treasurer of the
Company; and
WHEREAS, the Company granted to the Executive certain Incentive
Options pursuant to the Company's Amended and Restated 1994 Stock Option and
Grant Plan under dates of February 26, 1996, January 29, 1997, and January 2,
1998 (the "Options"); and
WHEREAS, the Company and the Executive wish to further formalize the
relationship between them and provide for contingencies and other eventualities
specified herein, by entering into this Agreement ("this Agreement");
NOW, THEREFORE, the parties agree as follows:
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1. All terms of the Letter not inconsistent with this Agreement, and of the
Options, copies of which are attached hereto as Schedule A-1 and A-2
respectively, shall remain in full force and effect and shall be incorporated in
this Agreement.
2. The Company will retain the Executive in the Position for a period of two (2)
years from June 1, 1998, except as otherwise specified in this Agreement,
provided that: (a) A commercially satisfactory number of business performance
goals, if any, established by the President and CEO, or the Board of Directors
of the Company ("the Board"), or both (whether in consultation with the
Executive or not), in connection with performance of the Services have, in the
judgment of the President and CEO, been attained; (b) the obligations of
Confidentiality set forth in Schedule C of this Agreement have been maintained
by the Executive; and (c) notwithstanding the attainment of goals set forth in
subparagraph (a) of this paragraph 2, there are no grounds for termination of
this Agreement by the Company due to the Executive's breach of the Agreement, or
conduct by the Executive demonstrably detrimental to the Company, its employees
or to the full, faithful, and proper performance of the Services.
3. The Executive will perform the Services subject to the provisions for
compensation set forth in Schedule D attached to and made a part of this
Agreement. It shall be the responsibility of the President and CEO, and the
Board (as may be allocated between them from time to time in the sole discretion
of the Board), to further define the nature of the Position and Services, and to
modify any such definition, as they deem appropriate. Absent any such further
definition, the Services shall encompass the planning, development, and
implementation of financial strategy
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for the Company, in consultation with the President and CEO, and the Board;
direction and supervision of appropriate staff with respect to the keeping and
administration of records and accounts of the Company; and counsel to the
President and CEO concerning management of employees to further such strategies
and recordkeeping on a day-to-day basis. No further definition of the Services
which is within the general concept of financial strategy or administration as
set forth in the preceding sentence, or which includes the function of Chief
Financial Officer as that term is customarily understood, shall be considered to
be a revision, modification, extension, or termination of this Agreement
entitling the Executive to greater or lesser benefits, except as expressly
agreed in writing between the Executive and the Company and attached to this
Agreement.
4. During the performance of the Services, and thereafter if the Executive
vacates the Position for any reason (or for no stated reason), the Executive
will not compete against the Company as further defined in Schedule B attached
to and made a part of this Agreement for the periods specified in that Schedule.
If the Executive leaves the Company and finds a consulting or employment
opportunity or a board position during the non-competition period which may not,
in business fact, be competitive with the products or business of the Company,
even though it is so under the definitions in Schedule B, the Executive may
request waiver from the Company of the definitions for that opportunity. The
Company will not unreasonably withhold such a waiver.
5. The Executive shall be entitled to all other benefits generally available to
employees of the Company upon the completion of customary formalities involved
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in the application of and for such benefits. The Executive shall further be
entitled to a three (3) week's paid vacation period each year during the term of
this Agreement. The period may be utilized in segments as well as in sequence,
but unused vacation time may not be carried forward. The Executive shall
continue to have the right to participate in the 401(k) Plan of the Company as
Plan rules and applicable law permit.
6. The President and CEO, and Board, have determined that it is in the best
interests of the Company and its shareholders, in order to assure continuity in
the management of the Company's administration and operations, to enter into
this Agreement with the Executive which is intended to encourage the Executive
to continue a career with the Company and to enable the Executive to work free
from distraction in the face of uncertainty and unsettling circumstances that
arise from the possibility of a Change in Control of the Company.
A. In consideration of the Company's agreement to provide the Executive
with the severance benefits set forth herein, the Executive hereby agrees that,
in the event the Board determines that a potential change in control of the
Company has occurred (such determination to be based upon the provisions set
forth below in this paragraph 6, and constituting a "Change in Control" for
purposes of this Agreement), the Executive will continue in the employ of the
Company with continuing responsibility for the business operations for which the
Services are presently rendered by the Executive (the "Position"), at a
compensation level at least equivalent to that received by the Executive at the
time of Change in Control.
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B. In consideration of the Executive's agreement to continue in the
employ of the Company after a Change in Control, the Company agrees that, in the
event of Involuntary Termination, it shall provide the following severance
benefits:
(i) (a) Salary continuation for two (2) years in an annual amount
equal to the Base Salary in effect on the date of Involuntary Termination; and
(b) the ordinary and customary additional elements of Compensation (except for
options contemplated in subparagraph 6.B. (iii)) attendant to the Position as
set forth in Schedule D. The foregoing salary continuation and customary
additional elements shall be limited by the amount of equivalent base salary,
fees, and other compensation elements the Executive may receive from -any
employment, consultancy, board services or other similar business arrangement
secured with another party during the two year continuation period, and the
Company shall only be obligated to pay the difference between the aggregate of
such salary continuation and elements, and the value of compensation received
from another party, if less. If the value of such compensation shall exceed such
amount of equivalent base salary and other compensation elements payable by the
Company hereunder, the Company shall have no obligation to Executive under this
paragraph 6.B.(i).
(ii) Coverage for two (2) years under all Company perquisites and
benefit plans including: 401k savings plan; medical, life and disability
insurance plans; and the like, in the same manner as if the Executive were an
active employee, subject to the same limitation with respect to comparable
benefits offered by another party in paragraph 6.B.(i).
(iii) An immediate right to exercise any outstanding and unexercised
stock
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options previously granted under any Company stock option plans, including any
such options not otherwise vested under the terms of the plan or grant, unless
provision is made in connection with such transaction for the assumption of
options theretofore granted, or the substitution for such options or new options
of the successor entity or parent thereof, with appropriate adjustment as to the
number and kind of shares and the per share exercise prices, specifically
including but not limited to the Options.
(iv) Employment search assistance through a professional out placement
organization and office and secretarial support for up to one year.
C. As used herein, Involuntary Termination shall mean any termination
of the Executive's employment by the Company, its successor or one of its
subsidiaries, within two years following a Change in Control of the Company;
provided, however, such term shall not include a termination for serious,
willful misconduct in respect of the Executive's obligations to the Company, its
successors or its subsidiaries, including commission of a felony or perpetration
of a common law fraud which has or is likely to result in material economic
damage to the Company or any of its subsidiaries, or failure to comply with a
specific directive given to the Executive by the Board
D. In addition to actual termination of employment, the following shall
be deemed an Involuntary Termination:
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(i) A reduction in Base Salary, or the ordinary and customary
additional elements of Compensation attendant to the Position as set forth in
Schedule D, or both, other than in connection with an across-the-board reduction
similarly affecting all executives of the Company, or a material and objectively
demonstrable failure of the Executive to meet the performance goals contemplated
by paragraph 2 as in effect immediately prior to a Change in Control of the
Company;
(ii) A material reduction in the functions, duties or responsibilities
of the Position;
(iii) A reassignment to another geographic location more than 50 miles
from the Executive's current place of employment, not in the ordinary course of
temporary and customary relocation for audit, supervisory, training, or similar
purposes, for a period of more than four (4) continuous months;
(iv) A liquidation, dissolution, consolidation or merger of the
Company, or transfer of all or substantially all of its assets, unless a
successor assumes the Company's obligations under this Agreement; or
(v) A breach of this Agreement by the Company.
E. Notwithstanding the foregoing, failure to object in writing to the
changes listed above within 180 days of any such change following a Change in
Control of the Company shall constitute a waiver of such change being deemed an
Involuntary Termination.
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F. For the purposes of this Agreement, the term "Change of Control of
the Company" shall mean the happening of any one of the following:
(i) The acquisition by any party or related or affiliated parties. or
parties acting as a group of the beneficial ownership of 50 percent or more of
the voting shares of the Company;
(ii) The occurrence of a transaction requiring shareholders' approval
for the acquisition of the Company through purchase of stock or assets; or by
merger or pooling of interests; or by any other lawful means customary at the
time to effect a substantial change in the controlling ownership of the Company;
(iii) The election, during any period of 24 months or less, of 30
percent or more of members of the Board of Directors without the approval of a
majority of the Board members as constituted at the beginning of the period.
(iv) The assignment by the Company, in case of a Change of Control, of
its rights under this Agreement in a manner which substantially alters, impairs,
or otherwise negatively affects the provisions of this Agreement customarily
considered beneficial to the Executive.
G. The Executive shall use his best efforts to mitigate the amount of
any payment or benefit provided for in this Agreement by seeking other
employment or equivalent consulting opportunities or arrangements.
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7. The provisions of this Agreement shall be enforceable notwithstanding the
existence of any claim or cause of action of the Executive against The Company
whether predicated on this Agreement or otherwise.
8. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or three (3) days after
mailing if mailed by registered or certified mail with postage and fees prepaid,
addressed to the other party at the address first recited in this Agreement, or
at such other address as such party may designate.
9. This Agreement is entered into by the Company in The State of Connecticut and
shall be governed by and construed in accordance with the internal laws and
decisions of Connecticut. All provisions of this Agreement are intended to be
interpreted and construed in a manner to make such provisions valid, legal, and
enforceable. The invalidity or unenforceability of any phrase or provision shall
in no way affect the validity or enforceability of any other portion of this
Agreement, which shall be deemed modified, restricted, or omitted to the extent
necessary to make the Agreement enforceable.
10. The Company may assign its rights under this Agreement and this Agreement
shall inure to the benefit of the successors and assigns of the Company and,
subject
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to the restrictions on transfer herein set forth, be binding upon the Executive,
and the heirs, executors, administrators, guardians, and successors of the
Executive, except that, in the case of the death of the executive, the
Executive's estate shall only be entitled to the amount which would be due the
Executive pursuant to paragraph 3 of Schedule D of this Agreement, together with
the right to immediate exercise of any options, including the Options, as if
such options had vested in the Executive at death, and any vacation pay rights
accrued during the year of death. Since the Services are personal to the
Executive, the Executive may not assign rights or obligations under this
Agreement.
11. Any dispute or controversy with respect to this Agreement shall be settled
by arbitration in accordance with the rules of the American Arbitration
Association then in effect. In the event of any such dispute, a party prevailing
with respect to a claim shall be reimbursed by the other party for all legal
fees and expenses with respect such claim, as delineated by the arbitrator or
arbitrators.
12. This Agreement represents the entire understanding of the parties with
respect to the specific subject matter of this Agreement and supersedes all
previous understandings, written or oral between the parties with respect to
that subject matter. This Agreement may only be amended with the written consent
of the parties or their successors or, where permitted, assigns, and no oral
waiver or amendment shall be effective under any circumstances whatsoever.
Failure by The Company to insist upon The Executive's compliance with any
provision in this Agreement shall not be
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deemed a waiver of such provision.
13. The Company may, upon termination of this Agreement, notify any person,
natural or legal, engaging the services of the Executive after such termination
of the existence, provisions, and binding nature of the confidentiality and
non-competition schedules of the Agreement.
IN WITNESS WHEREOF, the Company and the Executive have signed this Agreement as
indicated.
TRIDENT INTERNATIONAL, INC.
By /s/ Xxxxxx X. Xxxxxx By /s/ J. Xxx Xxxxx
Xxxxxx X. Xxxxxx, President and CEO J. Xxx Xxxxx, Vice President and CFO
Date: May 29, 1997 Date: June 1, 1998
Witness: /s/ Xxxxxxx X. Xxxxx Witness: /s/ Xxxxxx X. Xxxxx
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SCHEDULE A
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Schedule A-1
TRIDENT INC.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Telephone: (000)000-0000
Fax: (000) 000-0000
February 5, 1996
Xx. Xxx Xxxxx
000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xxx:
It is with a great deal of pleasure that I offer you the position of Vice
President and Chief Financial Officer at Trident, Inc., with a starting date of
February 26, 1996. This position reports directly to me. Your annual salary will
be $140,000. As with all Trident employees, you will be eligible to participate
in the profit incentive program which can also provide some additional income on
a quarterly basis depending on the profitability of the company. Your
eligibility for this program will begin April 1, 1996. You will be eligible for
participation in the discretionary management bonus plan beginning October 1,
1996 with the potential of a 20% (of base pay) bonus if earned. In addition, a
sign on bonus of $10,000 will be paid to you after six months of employment
based upon satisfactory performance and achievement of selected goals. You will
be granted 10,000 stock options on the date you join Trident with vesting at 25%
ratably over four years. Your employment with Trident is "at will" , meaning
that you will be able to resign at any time for any reason and the Company may
terminate your employment at any time for any reason.
Please review the summary of benefits and feel free to call if you have any
questions. You will be awarded three (3) weeks of vacation upon your hire date.
You will be scheduled for a physical and drug screening during your first week
of employment at our company physician in Danbury.
This offer is contingent upon your signing a confidentiality and non-compete
agreement.
Xxx, I am confident that you will make a great contribution to the Trident
management team and personally look forward to a strong working partnership. I
look forward to your acceptance of this offer by signing below and returning to
me as soon as possible.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
President and CEO Accepted by:
/s/ J. Xxx Xxxxx 2/9/96
J. Xxx Xxxxx
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SCHEDULE A-2
TRIDENT INTERNATIONAL, INC.
AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN
INCENTIVE STOCK OPTION AGREEMENT
10,000 Shares February 26, 1996
Pursuant to its Amended and Restated 1994 Stock Option and Grant Plan
(the "1994 Plan"), Trident International, Inc. (the "Company") hereby grants to
J. Xxx Xxxxx (the "Optionee") an Option to purchase on or prior to February 26,
2006 (the "Expiration Date") all or any part of 10,000 shares of Common Stock of
the Company, par value $0.01 per share ("Option Shares") at a price of $12.00
per share in accordance with the schedule set forth in Section 1 hereof and
subject to the terms and conditions set forth hereinafter and in the 1994 Plan.
This Option shall be construed in a manner to qualify it as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and shall be governed by the laws of Delaware.
1. Vesting Schedule. Subject to the provisions of Section 4, hereof
and Section 4 of the 1994 Plan, this Option shall become vested and exercisable
with respect to the following whole number of Option Shares according to the
timetable set forth below:
Percentage of Cumulative
Number of Years Shares Becoming Percentage
After Date of Grant Available for Exercise Available
------------------- ---------------------- ---------
Less than 1 year 0% 0%
At least 1 year 25% 25%
At least 2 years 25% 50%
At least 3 years 25% 75%
At least 4 years 25% 100%
2. Manner of Exercise. The Optionee may exercise this Option only in
the following manner: from time to time on or prior to the Expiration Date of
this Option, the Optionee may give written notice to the Company's Option
Committee (the "Committee") of his election to purchase some or all of the
vested Option Shares purchasable at the time of such notice. This notice shall
specify the number of shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or more
of the following methods: (a) in cash, by certified or bank check or other
instrument acceptable to the Committee; (b) in the form of shares of Common
Stock, par value $0.01 per share, of the Company ("Common Stock") that are not
then subject to restrictions under any Company plan and that have been held by
the Optionee for at least six (6) months; (c) by the Optionee
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delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure; or (d) a
combination of (a), (b) and (c) above. Payment instruments will be received
subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above, and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Option Shares to be purchased pursuant to the exercise of Options under the 1994
Plan and any subsequent resale of the shares will be in compliance with
applicable laws and regulations.
If requested upon the exercise of this Option, certificates for shares
may be issued in the name of the Optionee jointly with another person or in the
name of the executor or administrator of the Optionee's estate.
Notwithstanding any other provision hereof or of the 1994 Plan, no
portion of this Option shall be exercisable after the Expiration Date hereof.
3. Non-transferability of Option. This Option shall not be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee.
4. Termination of Employment. If the Optionee's employment by the
Company or any corporation or other entity (other than the Company) in any
unbroken chain of corporations or other entities, beginning with the Company if
each of the corporations or entities (other than the last corporation or entity
in the unbroken chain) owns stock or other interests possessing 50 % or more of
the economic interest or the total combined voting power of all classes of stock
or other interests in one of the other corporations or entities in the chain (a
"Subsidiary") is terminated, the extent to which and the period within which the
Option may be exercised shall be as set forth below.
(a) Termination Due to Death. If the Optionee's employment
terminates by reason of death, any Option held by the
Optionee may be exercised, to the extent exercisable at the
date of death, by the Optionee's legal representative or
legatee for a period of one (1) year from the date of death
or until the Expiration Date, if earlier.
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(b) Termination Due to Disability. If the Optionee's
employment terminates by reason of Disability (as defined in
Section 22(e)(3) of the Code), any Option held by the
Optionee may be exercised, to the extent exercisable on the
date of termination, for a period of one (1) year from the
date of termination or until the Expiration Date, if
earlier. The death of the Optionee during the twelve (12)
month period provided in this Section 4(b) shall extend such
period for six (6) months from the date of death or until
the Expiration Date, if earlier.
(c) Termination for Cause. If the Optionee's employment
terminates for Cause (defined as a vote of the Board of
Directors of the Company resolving that the Optionee should
be dismissed as a result of (i) any material breach by the
Optionee of any agreement to which the Optionee and the
Company are parties, (ii) any act (other than retirement) or
omission to act by the Optionee which may have a material
and adverse effect on the business of the Company or any
Subsidiary or on the Optionee's ability to perform services
for the Company or any Subsidiary, including, without
limitation, the commission of any crime (other than ordinary
traffic violations), or (iii) any material misconduct or
neglect of duties by the Optionee in connection with the
business or affairs of the Company or any Subsidiary), any
Option held by the Optionee shall immediately terminate and
be of no further force and effect.
(d) Other Termination. If the Optionee's employment
terminates for any reason other than death, Disability or
Cause, any Option held by the Optionee may be exercised, to
the extent exercisable on the date of termination, for a
period of three (3) months from the date of termination or
until the Expiration Date, if earlier.
For this purpose, neither a transfer of employment from the Company to a
Subsidiary (or from a Subsidiary to the Company) nor an approved leave of
absence shall be deemed a "termination of employment."
5. Option Shares. The Option Shares are shares of Common Stock as
constituted on the date of this Option, subject to adjustment as provided in
Section 7 of the 1994 Plan.
6. No Special Employment Rights. This Option will not confer upon the
Optionee any right with respect to continuance of employment by the Company or a
Subsidiary, nor will it interfere in any way with any right of the Optionee's
employer to terminate the optionee's employment at any time.
7. Rights as a Shareholder . The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock that may be purchased by
exercise of this Option unless and until a certificate or certificates
representing such shares are duly issued and delivered to the Optionee. Except
as otherwise expressly provided in the 1994 Plan, no
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adjustment shall be made for dividends or other rights for which the record date
is prior to the date such share certificate is issued.
8. Qualification under Section 422. It is understood and intended that
the Option granted hereunder SHALL qualify as an "incentive stock option" as
defined in Section 422 of the Code. Accordingly, the Employee understands that
in order to obtain the benefits of an incentive stock option under Section 422
of the Code, no sale or other disposition may be made of any Option Shares
acquired upon exercise of the Option within the one-year period beginning on the
day after the day of the transfer of such Option Shares to him or her, nor
within the two-year period beginning on the day after the grant of the Option.
If the Employee intends to dispose or does dispose (whether by sale, gift,
transfer or otherwise) of any such Option Shares within these periods, he or she
will notify the Company within thirty (30) days after such disposition.
Share Options which become exercisable for the first time by the
Optionee during any calendar year will only qualify as incentive stock options
under Section 422 of the Code to the extent that the aggregate fair market value
of the Option Shares underlying such Share Options as of the date of grant does
not exceed $100,000. Any such Share Options relating to Option Shares in excess
of $100,000 will be treated as nonqualified stock options under the Code.
9. Tax Withholding. No later than the date as of which part or all of
the value of any shares of Common Stock received under the 1994 Plan first
becomes includible in the Optionee's gross income for Federal tax purposes, the
Optionee shall make arrangements with the Company in accordance with Section 9
of the 1994 Plan regarding the payment of any federal, state or local taxes
required to be withheld with respect to such income.
10. The 1994 Plan. In the event of any discrepancy or inconsistency
between this Agreement and the 1994 Plan, the terms and conditions of the 1994
Plan shall control.
11. Miscellaneous. Notices hereunder shall be mailed or delivered to
the Company at its principal place of business and shall be mailed or delivered
to Optionee at the address set forth below or, in either case, at such other
address as one party may subsequently furnish to the other party in writing.
TRIDENT INTERNATIONAL, INC.
By /s/ Xxxxx Xxxxx
Name
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Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
Date: 2/94
/s/ J. Xxx Xxxxx
J. Xxx Xxxxx, Optionee
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TRIDENT INTERNATIONAL, INC.
AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN
INCENTIVE STOCK OPTION AGREEMENT
10,000 Shares January 29, 1997
Pursuant to its Amended and Restated 1994 Stock Option and Grant Plan
(the "1994 Plan"), Trident International, Inc. (the "Company") hereby grants to
J. Xxx Xxxxx (the "Optionee") an Option to purchase on or prior to January 29,
2007 (the "Expiration Date") all or any part of 10,000 shares of Common Stock of
the Company, par value $0.01 per share ("Option Shares") at a price of $20.125
per share in accordance with the schedule set forth in Section I hereof and
subject to the terms and conditions set forth hereinafter and in the 1994 Plan.
This Option shall be-construed in a manner to qualify it-as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and shall be governed by the laws of Delaware.
1. Vesting Schedule. Subject to the provisions of Section 4 hereof and
Section 4 of the 1994 Plan , this Option shall become vested and exercisable
with respect to the following whole number of Option Shares according to the
timetable set forth below:
Percentage of Cumulative
Number of Years Shares Becoming Percentage
After Date of Grant Available for Exercise Available
------------------- ---------------------- ---------
Less than 1 year 0% 0%
At least 1 year 25% 25%
At least 2 years 25% 50%
At least 3 years 25% 75%
At least 4 years 25% 100%
2. Manner of Exercise. The Optionee may exercise this Option only in
the following Manner: from time to time on or prior to the Expiration Date of
this Option, the Optionee may give written notice to the Company's Option
Committee (the "Committee") of his election to purchase some or all of the
vested Option Shares purchasable at the time of such notice. This notice shall
specify the number of shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one
or more Of the following methods: (a) in cash, by certified or bank check or
other instrument acceptable to the Committee; (b) in the form of shares of
Common Stock, par value $0.01 per share, of the Company ("Common Stock") that
are not then subject to restrictions under any Company plan and that have been
held by the Optionee for at least six (6) months; (c) by the Optionee
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delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure; or (d) a
combination of (a), (b) and (c) above. Payment instruments win be received
subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above, and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Option Shares to be purchased pursuant to the exercise of Options under the 1994
Plan and any subsequent resale of the shares will be in compliance with
applicable laws and regulations.
If requested upon the exercise of this Option, certificates for shares
may be issued in the name of the Optionee jointly with another person or in the
name of the executor or administrator of the Optionee's estate.
Notwithstanding any other provision hereof or of the 1994 Plan, no
portion of this Option shall be exercisable after the Expiration Date hereof.
3. Non-transferability of Option. This Option shall not be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee.
4. Termination of Employment. If the Optionee's employment by the
Company or any corporation or other entity (other than the Company) in any
unbroken chain of corporations or other entities, beginning with the Company if
each of the corporations or entities (other than the last corporation or entity
in the unbroken chain) owns stock or other interests possessing 50% or more of
the economic interest or the total combined voting power of all classes of stock
or other interests in one of the other corporations or entities in the chain (a
"Subsidiary") is terminated, the extent to which and the period within which the
Option may be exercised shall be as set forth below.
(a) Termination Due to Death. If the Optionee's employment terminates
by reason of death, any Option held by the Optionee may be exercised,
to the extent exercisable at the date of death, by the Optionee's legal
representative or legatee for a period of one (1) year from the date of
death or until the Expiration Date, if earlier.
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(b) Termination Due to Disability. If the Optionee's employment
terminates by reason of Disability (as defined in Section 22(e)(3) of
the Code), any option held by the Optionee may be exercised, to the
extent exercisable on the date of termination, for a period of one (1)
year from the date of termination or until the Expiration Date, if
earlier. The death of the Optionee during the twelve (12) month period
provided in this Section 4(b) shall extend such period for six (6)
months from the date of death or until the Expiration Date, if earlier.
(c) Termination for Cause. If the Optionee's employment terminates for
Cause (defined as a vote of the Board of Directors of the Company
resolving that the Optionee should be dismissed as a result of (i) any
material breach by the Optionee of any agreement to which the Optionee
and the Company are parties, (ii) any act (other than retirement) or
omission to act by the Optionee which may have a material and adverse
effect on the business of the Company or any Subsidiary or on the
Optionee's ability to perform services for the Company or any
Subsidiary, including, without limitation, the commission of any crime
(other than ordinary traffic violations), or (iii) any material
misconduct or neglect of duties by the Optionee in connection with the
business or affairs of the Company or any Subsidiary), any Option held
by the Optionee shall immediately terminate and be of no further force
and effect.
(d) Other Termination. If the Optionee's employment terminates for any
reason other than death, Disability or Cause, any Option held by the
Optionee may be exercised, to the extent exercisable on the date of
termination, for a period of three (3) months from the date of
termination or until the Expiration Date, if earlier.
For this purpose, neither a transfer of employment from the Company to a
Subsidiary (or from a Subsidiary to the Company) nor an approved leave of
absence shall be deemed a "termination of employment."
5. Option Shares. The Option Shares are shares of Common Stock as
constituted on the date of this Option, subject to adjustment as provided in
Section 7 of the 1994 Plan.
6. No Special Employment Right . This Option will not confer upon the
Optionee any right with respect to continuance of employment by the Company or a
Subsidiary, nor will it interfere in any way with any right of the Optionee's
employer to terminate the Optionee's employment at any time.
7. Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock that may be purchased by
exercise of this Option unless and until a certificate or certificates
representing such shares are duly issued and delivered to the Optionee. Except
as otherwise expressly provided in the 1994 Plan, no
23
adjustment shall be made for dividends or other rights for which the record date
is prior to the date such share certificate is issued.
8. Qualification under Section 422. It is understood -and intended
that the Option granted hereunder shall qualify as an "incentive stock option"
as defined in Section 422 of the Code. Accordingly, the Employee understands
that in order to obtain the benefits of an incentive stock option under Section
422 of the Code, no sale or other disposition may be made of any Option Shares
acquired upon exercise of the Option within the one-year period beginning on the
day after the day of the transfer of such Option Shares to him or her, nor
within the two-year period beginning on the day after the grant of the Option.
If the Employee intends to dispose or does dispose (whether by sale, gift,
transfer or otherwise) of any such Option Shares within these periods, he or she
will notify the Company within thirty (30) days after such disposition.
Share Options which become exercisable for the first time by the
Optionee during any calendar year will only qualify as incentive stock options
under Section 422 of the Code to the extent that the aggregate fair market value
of the Option Shares underlying such Share Options as of the date of grant does
not exceed $100,000. Any such Share Options relating to Option Shares in excess
of $100,000 will be treated as nonqualified stock options under the Code.
9. Tax Withholding. No later than the date as of which part or all of
the value of any shares of Common Stock received under the 1994 Plan first
becomes includible in the Optionee's gross income for Federal tax purposes, the
Optionee shall make arrangements with the Company in accordance with Section 9
of the 1994 Plan regarding the payment of any federal, state or local taxes
required to be withheld with respect to such income.
10. The 1994 Plan. In the event of any discrepancy or inconsistency
between this Agreement and the 1994 Plan, the terms and conditions of the 1994
Plan shall control.
11. Miscellaneous. Notices hereunder shall be mailed or delivered to
the Company at its principal place of business and shall be mailed or delivered
to Optionee at the address set forth below or, in either case, at such other
address as one party may subsequently furnish to the other party in writing.
TRIDENT INTERNATIONAL, INC.
By/s/ Xxxxx X. Xxxxx
24
Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
/s/ J. Xxx Xxxxx
J. Xxx Xxxxx
Date: 1/30/98
25
TRIDENT INTERNATIONAL, INC.
AMENDED AND RESTATED 1994 STOCK OPTION AND GRANT PLAN
INCENTIVE STOCK OPTION AGREEMENT
10,000 Shares January 2, 1998
Pursuant to its Amended and Restated 1994 Stock Option and Grant Plan
(the "1994 Plan"), Trident International, Inc. (the "Company") hereby grants to
J. XXX XXXXX (the "Optionee") an Option to purchase on or prior to January 2,
2008 (the "Expiration Date") all or any part of 10,000 shares of Common Stock of
the Company, par value $0.01 per share ("Option Shares") at a price of $13.00
per share in accordance with the schedule set forth in Section I hereof and
subject to the terms and conditions set forth hereinafter and in the 1994 Plan.
This Option shall be construed in a manner to qualify it as an incentive stock
option under Section 422 of the Internal Revenue Code Of 1986, as amended (the
!Code"), and shall be governed by the laws of Delaware.
1. Vesting Schedule. Subject to the provisions of Section 4 hereof
and Section 4 of the 1994 Plan, this Option shall become vested and exercisable
with respect to the following whole number of Option Shares according to the
timetable set forth below:
Percentage of Cumulative
Number of Years Shares Becoming Percentage
After Date of Grant Available for Exercise Available
------------------- ---------------------- ---------
Less than 1 year 0% 0%
At least 1 year 25% 25%
At least 2 years 25% 50%
At least 3 years 25% 75%
At least 4 years 25% 100%
2. Manner of Exercise . The Optionee may exercise this Option only in
the following manner: from time to time on or prior to the Expiration Date of
this Option, the Optionee may give written notice to the Company's Option
Committee (the "Committee") of his election to purchase some or all of the
vested Option Shares purchasable at the time of such notice. This notice shall
specify the number of shares to be purchased
Payment of the purchase price for the option Shares may be made by one
or more of the following methods: (a) in cash, by certified or bank check or
other instrument acceptable to the Committee; (b) in the form of shares of
Common Stock, par value $0.01 per share, of the Company ("Co n Stock") that are
not then subject to restrictions under any Company Plan and that have been held
by the Optionee for at least six (6) months; (c) by the Optionee delivering to
the Company a properly executed exercise notice together with irrevocable
instructions to a
26
broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price, provided that in the event the
Optionee chooses to pay the option purchase price as so provided, the Optionee
and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Committee shall prescribe as a
condition of such payment procedure; or (d) a combination of (a), (b) and (c)
above. Payment instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above, and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Option Shares to be purchased pursuant to the exercise of Options under the 1994
Plan and any subsequent resale of the shares will be in compliance with
applicable laws and regulations.
If requested upon the exercise of this Option, certificates for shares
may be issued in the name of the Optionee jointly with another person or in the
name of the executor or administrator of the Optionee's estate.
Notwithstanding any other provision hereof or of the 1994 Plan, no
portion of this Option shall be exercisable after the Expiration Date hereof
3. Non-transferability of Option . This Option shall not be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution and this Option shall be exercisable, during the Optionee's
lifetime, only by the Optionee.
4. Termination of Employment. If the Optionee's employment by the
Company or any corporation or other entity (other than the Company) in any
unbroken chain of corporations or other entities, beginning with the Company if
each of the corporations or entities (other than the last corporation or entity
in the unbroken chain) owns stock or other interests possessing 50% or more of
the economic interest or the total combined voting power of all classes of stock
or other interests in one of the other corporations or entities in the chain (a
"Subsidiary") is terminated, the extent to which and the period within which the
Option may be exercised shall be as set forth below.
(a) Termination Due to Death. If the Optionee's employment
terminates by reason of death, any Option held by the Optionee
may be exercised, to the extent exercisable at the date of
death, by the Optionee's legal representative or legatee for a
period of one (1) year from the date of death or until the
Expiration Date, if earlier.
(b)Termination Due to Disability. If the Optionee's employment
terminates by reason of Disability (as defined in Section
22(e)(3) of the Code), any Option held by the Optionee may be
exercised, to the extent exercisable on the date of
termination, for a period of one (1) year from the date of
termination or until the
27
Expiration Date, if earlier. The death of the Optionee during
the twelve (12) month period provided in this Section 4(b)
shall extend such period for six (6) months from the date of
death or until the Expiration Date, if earlier.
(c) Termination for Cause. If the Optionee's employment
terminates for Cause (defined as a vote of the Board of
Directors of the Company resolving that the Optionee should be
dismissed as a result of (1) any material breach by the
Optionee of any agreement to which the Optionee and the
Company are parties, (ii) any act (other than retirement) or
omission to act by the Optionee which may have a material and
adverse effect on the business of the Company or any
Subsidiary or on the Optionee's ability to perform services
for the Company or any Subsidiary, including, without
limitation, the commission of any crime (other than ordinary
traffic violations), or (iii) any material misconduct or
neglect of duties by the Optionee in connection with the
business or affairs of the Company or any Subsidiary), any
Option held by the Optionee shall immediately terminate and be
of no further force and effect.
(d) Other Termination. If the Optionee's employment terminates
for any reason other than death, Disability or Cause, any
Option held by the Optionee may be exercised, to the extent
exercisable on the date of termination, for a period of three
(3) months from the date of termination or until the
Expiration Date, if earlier.
For this purpose, neither a transfer of employment from the Company to a
Subsidiary (or from a Subsidiary to the Company) nor an approved leave of
absence shall be deemed a "termination of employment."
5. Option Shares. The. Option Shares are shares of Common Stock as
constituted on the date of this option, subject to adjustment as provided in
Section 7 of the 1994 Plan.
6. No Special Employment Rights. This Option will not confer upon the
Optionee any right with respect to continuance of employment by the Company or a
Subsidiary, nor will it interfere in any way with any right of the Optionee's
employer to terminate the Optionee's employment at any time.
7. Rights as a Shareholder . The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock that may be purchased by
exercise of this Option unless and until a certificate or certificates
representing such shares are duly issued and delivered to the Optionee. Except
as otherwise expressly provided in the 1994 Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such share certificate is issued.
8. Qualification under Section 422. It is understood and intended that
the Option granted hereunder shall qualify as an "incentive stock option" as
defined in Section 422 of the
28
Code. Accordingly, the Employee understands that in order to obtain the benefits
of an incentive stock option under Section 422 of the Code, no sale or other
disposition may be made of any Option Shares acquired upon exercise of the
Option within the one-year period beginning on the day after the day of the
transfer of such Option Shares to him or her, nor within the two-year period
beginning on the day after the grant of the Option. If the Employee intends to
dispose or does dispose (whether by sale, gift, transfer or otherwise) of any
such Option Shares within these periods, he or she will notify the Company
within thirty (30) days after such disposition.
Share Options which become exercisable for the first time by the
Optionee during any calendar year will only qualify as incentive stock options
under Section 422 of the Code to the extent that the aggregate fair market value
of the Option Shares underlying such Share Options as of the date of grant does
not exceed $ 100,000. Any such Share Options relating to Option Shares in excess
of $ 100,000 will be treated as nonqualified stock options under the Code.
9. Tax Withholding No later than the date as of which part or all of
the value of any shares of Common Stock received under the 1994 Plan first
becomes includible in the Optionee's gross income for Federal tax purposes, the
Optionee shall make arrangements with the Company in accordance with Section 9
of the 1994 Plan regarding the payment of any federal, 'state or local taxes
required to be withheld with respect to such income.
10. The 1994 Plan. In the event of any discrepancy or inconsistency
between this Agreement and the 1994 Plan, the terms and conditions of the 1994
Plan shall control.
11. Miscellaneous. Notices hereunder shall be mailed or delivered to
the Company at its principal place of business and shall be mailed or delivered
to Optionee at the address set forth below or, in either case, at such other
address as one party may subsequently furnish to the other party in writing.
TRIDENT INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name
29
Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
/s/ J. Xxx Xxxxx
J. Xxx Xxxxx,
Optionee
Date 2/9/98
30
SCHEDULE B
NON-COMPETITION
A. Both during performance of the Services and for a period of one (1) year
after such performance terminates for any reason (with or without the statement
or expression of a reason), the Executive shall not, either directly or
indirectly: (1) solicit, service, obtain, or accept orders for products or
services competitive with those of the Company from any of the Company's actual
or prospective customers; (2) commence, engage in, or participate in any
business competitive with that of the Company within the geographic area in
which the Company does business, or engage in or provide technical or marketing
consulting with or to such a competitive business; (3) solicit, divert, take
away, interfere with, or attempt to induce any employee or agent of the Company
to leave such person's employ or other relationship with the Company in order to
participate in any business competitive with the Company; (4) use any
Confidential Information or Invention in connection with such competitive
business; or (5) serve on the Board of Directors of any other for-profit company
or organization, whether or not directly competitive with the Company. During
performance of the Services for the Company, the Executive shall not take any
steps or make any plans to commence or join any person or entity in any activity
in competition with the Company.
B. A product competitive with those of the Company shall mean any device, part,
or unit involved in the printing on a surface of text, number, character,
design, symbol, word, or other image involving ink or colorant in any form which
is expelled or extracted from an orifice or an aperture and propelled to a
receiving surface without contact between the device and the receiving surface.
A business or activity competitive or in competition with that of the Company or
the Services shall be the design, manufacture, assembly, use, sale, marketing,
purchase, installation, or repair of such a product and any management of such
business or activity.
C. The Executive acknowledges that disclosure of Confidential Information or
breach of the provisions contained in section A of this Schedule B may give rise
to irreparable injury to the Company or to the owner of such Confidential
Information which may be inadequately compensable in damages. Accordingly, the
Company or such owner may seek and obtain injunctive relief against the breach
or threatened breach of the foregoing undertakings, in addition to any other
legal remedies which may be available. The Executive expressly acknowledges
that, if this Agreement is terminated: the provisions of Schedule D will protect
the ability of the Executive to maintain a suitable standard of living while
refraining from competitive activity; the covenants contained herein are
necessary for the protection of the Company's legitimate business interests; and
such covenants are reasonable in scope and content.
31
SCHEDULE C
CONFIDENTIAL INFORMATION
A. The Executive recognizes that the Company is engaged in a continuous program
of research, development, and production respecting its business, present and
future, including fields generally related to its business and that the
Executive and/or the Company possess and will possess in the future confidential
information that has been created, discovered, or developed by the Executive or
by the Company (including, without limitation, information created by,
discovered or developed by the Executive, or made known to the Executive by the
Company during the period of or arising out of the Executive's performance of
the Services) and/or confidential information which has been assigned or
otherwise conveyed to the Company and is of commercial or other value to the
business in which the Company is engaged ("Confidential Information"). By way of
illustration, but not limitation, Confidential Information includes trade
secrets, processes, formulae, data and know-how, software, documentation,
program files, flow/charts, drawings, techniques, source and object code,
standards, specifications improvements, inventions, techniques, customer
information, financial and accounting data, statistical data, research projects,
development and marketing plans, strategies, forecasts, computer programs, and
customer lists.
B. The Executive understands that acceptance of the Position and the performance
of the Services creates a relationship of confidence and trust between the
Executive and the Company with respect to any Confidential Information which
pertains to the business of the Company, or to the business of any actual or
potential client or customer of the Company, and which may be made known to the
Executive by the Company, or by any client or customer of the Company, or
learned or developed by the Executive during the period of performance of the
Services.
C. The Executive, except as directed by the Company or as to the subordinates of
the Executive in the ordinary course of business, will not at any time during or
after the term of this Agreement disclose any Confidential Information to any
person whatsoever, or permit any person whatsoever to examine, make copies of,
electronically store, or otherwise reproduce any reports, source code, or
documents prepared by, in the possession of, under the control of, or otherwise
available to the Executive by reason of the performance of the duties of the
Position, or otherwise. In the case of subordinates, any disclosure as
contemplated by this paragraph C shall be made in confidence and the Executive
shall use best efforts to assure that such subordinates are bound under and will
32
maintain an obligation of confidentiality substantially the same as that
contained in this Agreement.
D. (1) All Confidential Information shall be the sole and exclusive property of
the Company and its assigns, and the Company and its assigns shall be the sole
owner of all trademarks, trade names, service marks, trade dress, copyrights,
patents, and other rights ("Intellectual Property Rights") developed from or
used in connection with such Confidential Information. The Executive hereby
assigns to the Company any rights, including Intellectual Property Rights, that
the Executive may have or acquire in such Confidential Information. At all
times, both during the Executive's performance of the Services and after the
termination of the services represented by such performance, the Executive will
keep in confidence and trust all Confidential Information, and the Executive
will not use or disclose any Confidential Information or anything relating to it
without the written consent of the Company, except as may be necessary in the
ordinary course of performing the Services.
(2) All documents, records, apparatus, equipment, and other physical
property, whether or not pertaining to Confidential Information, famished to the
Executive by the Company or produced by the Executive or others in connection
with the Executive's performance of the Services shall be and remain the sole
property of the Company and shall be returned to the Company immediately as and
when requested by the Company. Even if the Company does not so request, the
Executive shall return and deliver all such property upon termination of the
Executive's services for the Company for any reason, and the Executive will not
retain any such property or any reproduction of such property, regardless of the
manner by which such reproduction is effected, upon such termination. This
paragraph shall not be deemed to apply to any physical property which is clearly
and unambiguously a gift to the Executive and is expressly so stated to be a
gift at the time it is famished to the Executive.
(3) The Executive will promptly disclose to the Company or any persons
designated by it, all improvements, inventions, formulas, ideas, designs,
concepts, processes, techniques, know-how, software programs, information, and
data ("Inventions"), whether or not perfectible as an Intellectual Property
Right, made or conceived or reduced to practice or learned by the Executive,
either alone or jointly with others, during the term of the Executive's
performance of the Services. The Company shall receive such disclosures in
confidence, and the disclosure, regardless of how made and whether or not so
identified, shall be deemed to be Confidential Information and the creation of
Confidential Information under the terms of this Agreement.
33
(4) All Inventions that the Executive develops (in whole or in part,
either alone or jointly with others) and (1) which arise out of use of
equipment, supplies, facilities, or Confidential Information of the Company or
(ii) were developed in whole or in part during the performance of the Services
for which the Executive was compensated by the Company or (iii) which relate to
the business of the Company or to its actual or demonstrably anticipated
research and development or (iv) which result, in whole or in part, from work
performed by the Executive for the Company shall be the sole property of the
Company and its assigns, and the Company and its assigns shall be the sole
owner(s) of all Intellectual Property Rights and other rights in connection with
those Inventions.
(5) The Executive by execution of this Agreement hereby expressly
assigns to the Company any rights, including Intellectual Property Rights, the
Executive may have or acquire in such Inventions. The Executive will, regarding
all such Inventions, assist The Company in every proper way (but at the
Company's expense) to obtain and from time to time enforce Intellectual Property
Rights on said Inventions in any and all countries. To that end the Executive
will execute all documents for use in applying for and obtaining and enforcing
such Intellectual Property Rights as the Company may desire, together with any
assignments of Intellectual Property Rights to the Company or persons designated
by it.
(6) The Executive's obligation to assist the Company in obtaining and
enforcing Intellectual Property Rights for such Inventions in any and all
countries shall continue beyond the termination of The Executive's performance
of the Services. The Company shall, however, compensate the Executive at a
reasonable rate, which shall in no case be less than that calculated by
reference to the Executive's Base Salary as defined in Schedule D of this
Agreement, after such termination for time actually spent by the Executive at
the Company's request on such assistance. In the event that the Company is
unable for any reason whatsoever to secure the Executive's signature to any
lawful and necessary document required to apply for or execute any Intellectual
Property Rights or other application with respect to such an Invention
(including renewals, extensions, continuations, divisions, or continuations in
part of the Invention), the Executive hereby irrevocably designates and appoints
Xxxxxx Xxxxxx, Esquire of Xxxxxxxx, Washburn, Kurtz, MacKiewicz, Norris, Xxx
Xxxxxxx Xxxxx, Xxxxxxxxxxxx, XX 00000 as the Executive's agents and
attorneys-in-fact to act for and in the Executive's behalf and to execute and
file any such application and to do all other lawfully permitted acts to further
the prosecution of the application with the same legal force and effect as if
executed by the Executive.
34
(7) As a matter of record, the Executive attaches to this Agreement a
complete list of all inventions or improvements relevant to the subject matter
of the Executive's performance of Services that have been made or conceived or
first reduced to practice by the Executive alone or jointly with others prior to
the date of this Agreement or outside its scope and that the Executive desires
to remove from the operation of this Agreement.
(8) The Executive represents that performance of all the terms of this
Agreement will not breach any agreement to keep in confidence proprietary
information acquired by the Executive in confidence or in trust prior to
performance of the Services. The Executive has not entered into, and will not
enter into, any agreement whether written or oral in conflict with this
Agreement.
(9) Nothing contained in this Schedule is intended to limit the
Executive's professional development, either during or subsequent to employment
by the Company or to prohibit the Executive the normal application of skills
acquired or improved during employment consistent with the protection of the
Confidential Information.
35
SCHEDULE D
1. Base Salary shall be $155,000 per annum beginning June 1, 1998.
2. As adjusted from year to year by the President and the Compensation Committee
of the Board, Compensation shall include, in addition to Base Salary, the
following ordinary and customary elements:
(a) all exercisable options, including maintenance of the Options;
(b) bonus of thirty percent (30%) of Base Salary;
(c) earned component of any system then in effect for the pertinent class of
employee which provides such employee with an interest in a share of profit or
incremental gain in sales, income, or profit of the Company, also subject to the
aforesaid limitation;
(d) any other benefits contemplated by paragraph 5 of this Agreement to which
the Executive is entitled.
3. In consideration for the Executive's continuing adherence to the obligations
of confidentiality and non-competition contained in the Agreement upon the
expiry or termination of such Agreement (except in cases of a Change of
Control), or upon the voluntary leaving by the Executive of the employ of the
Company, the Company will pay to the Executive an amount equivalent to one year
of Compensation, determined at the time of expiry, termination, or leaving,
within thirty (30) days of the date of such expiry, termination, or leaving, in
lieu of any and all other termination rights and benefits provided to the
Executive hereunder.
