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EXHIBIT 10.23
[CALIFORNIA MICROWAVE LOGO]
March 18, 1997
Xxxxxxx X. Xxxxxxx
President
California Microwave, Inc.
000 Xxxx Xxxxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
The purpose of this letter is to memorialize the terms of the agreement
relating to your employment by California Microwave, Inc. (the "Company") that
became effective as of October 1, 1996 (the "Agreement"), as follows:
1. The term of your employment under the Agreement commenced as of
October 1, 1996 and will end on September 30, 1999.
2. For the period from October 1, 1996 to October 1, 1997, you
agree to devote your full business time and attention to
performing competently and diligently such duties as may be
reasonably required from time to time by the Board of Directors
or Chief Executive Officer of the Company and which are
commensurate with your position as President of the Company.
During such period, you shall be entitled to receive (a) salary
at the annual rate of $300,000, payable on the Company's regular
paydays, (b) a minimum discretionary bonus for fiscal year 1997
in the amount of $125,000, subject only to your employment not
being terminated for any of the reasons specified in paragraph 5
below, and to your not voluntarily terminating your employment
with the Company prior to July 1, 1997, and (c) the other
benefits to which officers of the Company are entitled,
including a "Perk Pot" payment at the rate of 8.5% based upon
the aggregate of $300,000 of annual compensation and the
$125,000 minimum bonus.
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3. In consideration for your agreeing to the terms hereof, you
received on October 24, 1996 an option under the 1992 Incentive
Stock Plan of the Company covering 5,000 shares of common stock
and exercisable at a price of $14.25 per share.
4. On October 1, 1997 you will resign as an officer of the Company,
but shall remain employed by the Company under the Agreement
through September 30, 1999. During the period October 1, 1997
through September 30, 1999, you shall perform such services as
are reasonably requested from time to time by the Chief
Executive Officer or President of the Company upon the receipt
of reasonable notice relating to the time of performance and
nature of such services; provided, however, that you shall not
during such period be required to devote more than 12 hours per
month to the performance of such services. During the period
October 1, 1997 through September 30, 1999, you shall be
entitled (a) to receive a salary at the annual rate of $50,000
per year, payable on the Company's regular paydays and (b) to
participate in all employee benefit plans that are in effect for
the Company's non-officer employees.
5. Your employment hereunder shall terminate upon your death,
permanent disability or termination for cause by the Company.
"Disability" as used herein means that you have met the
qualifications for the Company's long-term disability benefit
and "termination for cause" shall mean termination of your
employment as a result of (a) your willful misconduct or
dishonesty towards, fraud upon, crime against or deliberate or
attempted injury or bad faith action with respect to the Company
or (b) your conviction for a felony (whether in connection with
the Company's affairs or otherwise). Upon termination for any of
the reasons specified in this paragraph, you shall be entitled
to only your salary and other accrued benefits through the date
of termination and to reimbursement for such expenses as you may
have accrued on behalf of the Company prior to the date of
termination.
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6. Subject to receipt of appropriate documentation with respect
thereto, the Company shall reimburse you for any and all travel
and other out-of-pocket expenses reasonably incurred by you in
the performance of your services hereunder.
7. Compensation and benefits to you under this Agreement shall be
reduced by all federal, state, local and other withholdings or
similar taxes as required by applicable law.
8. All controversies, claims and matters of difference in any way
related to the Agreement, its performance or breach, shall be
submitted to arbitration in San Francisco, California, according
to the rules and practices of the American Arbitration
Association from time to time in effect. Any awards in such
arbitration shall be final and binding on all parties. The
arbitrators shall allocate the costs of the arbitration in such
manner as they deem equitable. The arbitrators may require the
reimbursement of all or any portion of the reasonable legal fees
incurred by the prevailing party in the arbitration proceeding
and any legal proceedings which are taken to enforce the
arbitral award.
9. This Agreement is the entire agreement between us with respect
to the matters covered hereby, and may be amended, modified,
superseded or canceled, or its terms waived, only by a written
instrument executed by both of us or, in the case of a waiver,
by the party waiving compliance.
10. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the Company and you.
11. You agree not to disclose, either while in the Company's employ
or at any time thereafter, to any person not employed by the
Company any confidential information obtained while in the
employ of the Company (including, without limitation, any of the
Company's inventions, processes, methods of distribution,
customers or trade secrets). This shall not preclude you from
the
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use or disclosure of information known generally to the public or from
making disclosures required by law or court order.
12. This Agreement will be construed under and governed by the laws of the
State of California, without regard or reference to the rules of
conflicts of law that would require the application of the law of any
other jurisdiction.
If the foregoing is in accordance with your understanding as to our agreement,
please so indicate by signing and returning to the undersigned the attached
copy of this letter.
Sincerely yours,
/s/ GEN. XXXXXX X. XXXX
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Gen. Xxxxxx X. Xxxx, USMC (Retired)
Chairman, Compensation Committee
AGREED;
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
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