EXHIBIT 10.2
▇▇▇▇▇ MFG. & ELECTRONICS CORP.
Executive Officer Contract
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AGREEMENT
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AGREEMENT dated as of May 25, 2006, by and between ▇▇▇▇▇ Mfg. & Electronics
Corp., a New York corporation having its principal place of business at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Company") and ▇▇▇▇▇▇
▇▇▇▇▇▇▇, an individual residing at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇▇▇ (the "Employee").
WHEREAS, the Employee has been a valued employee of the Company for many years,
and is now President and Chief Executive Officer of the Company;
WHEREAS, the Board of Directors of the Company has approved an extension of the
provisions of an agreement with the Employee originally dated as of July 1,
2002.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties agree as follows:
1. RESIGNATION OR TERMINATION. Upon the Employee's resignation
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or termination during the Term (as hereinafter defined) of this
Agreement, the Employee shall become a non-executive officer of the
Company for a period of thirty-six (36) months from the date of such
resignation or termination.
2. COMPENSATION AND DUTIES. In consideration of the Employee's
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services for a period equivalent to 5 days a month after his
resignation or termination, and to perform duties as reasonably
requested by the Company and to comply with paragraph 5 herein, it is
agreed as follows:
(A) The Employee shall receive $15,000 a month, and, to the
extent permissible, all benefits being received at the time of his
resignation or termination for a period of three months, after the date
of resignation or termination.
(B) At the end of the above three months, the Employee's
compensation will change to $4,333.33 per month for the next
consecutive 33 months, and he shall receive all current benefits as
above. The Employee shall be eligible to participate, to the extent
permissible, in new benefits should they occur during this period of
time. For ESOP and all other benefit purposes, the Employee shall
continue to be treated as a full-time employee for the duration of the
Agreement to the extent permissible and consistent with the terms of
the ESOP and all applicable laws.
(C) It is agreed that the Employee shall be reasonably
available by telephone or otherwise to render advice and counsel, but
need not be physically present, unless his physical presence is
reasonably requested by the Company. The parties agree that the
Employee need not be physically present at the Company's offices after
the date of his resignation or termination. Should the employee be
required to engage in any activity not within the scope of this
agreement, he shall be reimbursed, in addition to his monthly salary,
at an hourly rate to be mutually agreed upon between an authorized
representative of the Company and himself.
(D) If the Employee dies during the Term of this Agreement,
including death prior to the date of resignation or termination, the
compensation payments provided for in Sections 2 (A) and (B) will be
paid, as scheduled, to the Employee's estate or the aggregate amount
payable may be prepaid at the Company's election. If the Company elects
such a prepayment pursuant to this Section, the prepayment amount shall
be reduced by fifteen percent (15%). In the event of the Employee's
death, all other benefits shall cease at death.
(E) The compensation and benefits payable hereunder shall be
the Employee's sole and exclusive remedy in the event of his
resignation or termination.
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(F) The number of days of service per month required from the
Employee may be reduced to a number not less than two, provided,
however, in no event shall the reduction trigger a separation from
service while the Employee is a "key employee" for purposes of Section
409A of the Internal Revenue Code of 1986, as amended.
3. EXPENSES. If the Employee is requested by the Company at any point
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during the Term of this Agreement to return to Saratoga, and the Employee is
then not in the Saratoga Springs area, the Company shall pay the reasonable
transportation costs for the Employee to return. The Employee shall not be
reimbursed for any other expenses hereunder unless the Employee and the Company
so agree with respect to a specific expense.
4. TERM. This Agreement shall continue in effect until December 31,
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2008 at which time this Agreement shall terminate (the "Term"). Notwithstanding
the termination date of this Agreement, if the Employee resigns or terminates
prior to December 31, 2008 then the provisions of this Agreement shall continue
in effect.
5. RESTRICTIVE COVENANT: CONFIDENTIAL INFORMATION.
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(A) The Employee agrees that during the Term of this Agreement and
for a period of five (5) years thereafter, he shall not directly or indirectly,
on behalf of himself or on behalf of any other corporation, person or entity
other than the Company, compete or interfere with the Company, render any
services to, consult for, contract with or become an employee, officer,
director, partner, member, or (except as a five percent (5%) or less shareholder
of any publicly traded company) owner or shareholder of, any individual or
entity which engages in the Company's business or which otherwise competes with
the Company.
(B) The Employee recognizes and acknowledges that there has been
made available to him confidential information concerning matters affecting or
relating to the products, services or business of the Company, its subsidiaries,
or affiliates, including, but not limited to, intellectual property, technology,
proprietary information, customer lists and other financial information,
contractual relationships, past or contemplated actions, personnel matters,
marketing or sales data and written or oral communications or understandings of
any sort of the Company or of any of its customers in either tangible or
intangible form ("Confidential Information"). The Employee further recognizes
and acknowledges that this Confidential Information as it may exist from time to
time belongs to the Company and is a valuable, special and unique asset of the
Company's business. The Employee will not, during or after the Term of this
Agreement, at any time, directly or indirectly, divulge, disclose or communicate
any Confidential Information to any person, firm, corporations, association or
other entity for any reason or purpose whatsoever.
The Employee will promptly deliver to the Company all copies of all Confidential
Information and all material of any nature belonging to the Company, and the
Employee will not take with him any such Confidential Information, materials or
reproductions thereof or any proprietary information of the Company in tangible
or intangible form.
6. MISCELLANEOUS. Not withstanding any provision in this Agreement to
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the contrary, if during the Term of this Agreement the Employee is terminated
from the Company for good and sufficient cause then all payments and benefits
provided herein shall immediately cease unless the Employee seeks Arbitration
pursuant to Section 14. Arbitration herein in which case such payments and
benefits shall continue until the arbitrator has made an award or decision. Good
and sufficient cause shall mean: (a) willful misconduct with respect to the
reasonable directions of the Board; (b) conviction of a crime or indecent
exposure; or (c) gross negligence or malfeasance in the performance of his
obligations hereunder.
7. SUCCESSOR AND ASSIGNS. This Agreement shall be binding upon and
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insure to the benefit of the parties hereto, and their respective legal
representatives, heirs, successors and assigns.
8. NOTICES. Any notices, consents or information required or requested
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or permitted by this
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Agreement shall be sent to the parties at the addresses shown above, unless such
address is changed by written notice hereunder.
9. SEVERABILITY. In the event any provision of this Agreement or any
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portion thereof shall be deemed invalid or unenforceable for any reason, that
portion or provision shall be deemed excised from this Agreement and this
Agreement shall be governed, interpreted and enforced in all respects as if such
invalid or unenforceable provision were originally omitted from this Agreement.
10. WAIVER. The waiver of any party of a breach of any provision of
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this Agreement shall not operate as or be construed as a waiver of any
subsequent breach.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
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accordance with the laws of the State of New York.
12. HEADINGS. The descriptive headings used in this Agreement are for
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purposes of convenience only and do not constitute a part of this Agreement.
13. ENTIRE AGREEMENT. This Agreement is the entire Agreement among the
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parties regarding the subject matter hereof, and supersedes any prior agreements
or discussions.
14. ARBITRATION. Any claim, controversy or dispute arising out of or
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relating to this Agreement, or the breach thereof, shall be settled by final and
binding arbitration before a single arbitrator in accordance with the rules of
the American Arbitration Association, and judgment upon the award or decision
rendered by the Arbitrator may be entered in a court. Any such arbitration shall
be held in New York and the parties to this Agreement shall share equally the
costs of the arbitrator.
This AGREEMENT may not be altered or amended except in writing signed by both
parties. In the event of any conflict between this Agreement and the terms of
any of the Company's employment policies, manuals, or other statements regarding
employment generally, now existing or hereafter promulgated, the terms of the
Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
▇▇▇▇▇ MFG. & ELECTRONICS CORP.
By: /s/▇▇▇▇▇ ▇'▇▇▇▇
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Name: ▇▇▇▇▇ ▇'▇▇▇▇
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Title: Treasurer
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Employee: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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