Exhibit 10.22
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PARAGON TECHNOLOGIES, INC.
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT is made as
of the 1st day of October, 2001 by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a resident of
Center Valley, Pennsylvania (the "Employee"), and Paragon Technologies, Inc.
(formerly SI Handling Systems, Inc.), a corporation organized and existing under
the laws of the Commonwealth of Pennsylvania (the "Company").
WHEREAS, the Company is engaged in the business of designing, selling,
installing and servicing integrated automated material handling systems for
industrial, warehousing and distribution customers (the "Business").
WHEREAS, the Company and the Employee are parties to that certain
Executive Employment Agreement made as of the 29th day of March, 1999 (the
"Original Agreement).
WHEREAS, the Company desires to continue to employ the Employee and the
Employee desires to continue to be employed by the Company, upon the amended and
restated terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, and intending to be legally bound, the parties,
subject to the terms and conditions set forth herein, agree as follows:
1. Employment and Term. The Company hereby employs the Employee and
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the Employee hereby accepts employment with the Company, for a period commencing
on October 1, 2001 (the "Commencement Date") and continuing until the earlier of
the third anniversary of the Commencement Date (the "Expiration Date") or the
termination of this Agreement in accordance with the provisions of Section 7
hereof (the "Term"), to hold the office of President and Chief Executive Officer
of the Company during the Term from and after the Commencement Date (such
office, referred to herein as the "Position"). The Board of Directors of the
Company (the "Board of Directors") at each annual meeting of shareholders of the
Company shall use all reasonable efforts to cause the Employee to be nominated
for election as a member of the Board of Directors.
2. Duties. During the Term, the Employee shall serve the Company
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faithfully and to the best of his ability and shall devote his full time,
attention, skill and efforts to the performance of the duties required by or
appropriate for the Position. Subject to the oversight of the Board of
Directors, the Employee shall have (i) responsibility for the exercise of the
executive authority of the Company, being the general and active management of
the business of the Company and the carrying into effect of all orders and
resolutions of the Board of Directors, which executive authority may be
delegated by the Employee to other officers and/or employees of the Company, and
(ii) such duties and responsibilities as may be assigned to him from time to
time by the Board of Directors. The Employee shall report to the Board of
Directors. The Employee shall perform his duties and responsibilities hereunder
at the Company's facility located in Easton, Pennsylvania or at such other
location as may be established from time to time by the Board of Directors.
3. Compensation. The Company shall pay the Employee, and the Employee
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hereby agrees to accept, as compensation for all services to be rendered to the
Company and for the Employee's intellectual property covenants and assignments
and covenant not to compete, as provided in Sections 5 and 6 hereof, the
compensation set forth in this Section 3.
3.1 Salary. Effective as of January 1, 2001, the Company shall
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pay the Employee a base salary at the annual rate of Two Hundred Sixty-Five
Thousand Two Hundred Dollars ($265,200) (as the same may hereafter be adjusted,
the "Salary") during the term of this Agreement. The Salary shall not be reduced
during the term of this Agreement. The Salary shall be inclusive of all
applicable income, social security and other taxes and charges that are required
by law to be withheld by the Company (collectively, "Taxes") and shall be paid
and withheld in accordance with the Company's normal payroll practices for its
executive employees from time to time in effect. The Salary shall be subject to
increase in the discretion of the Board of Directors based upon the achievement
of the sales, income and cash generation goals set forth in a plan for a
particular fiscal year approved by the Board of Directors (the "Plan").
3.2 Bonus. The Employee shall be eligible to participate in
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the Company's existing Management Incentive Plan in effect for a particular
fiscal year which provides an opportunity for an annual incentive bonus (the
"Bonus") based upon the achievement of earnings goals set forth in the Plan for
the applicable fiscal year.
3.3 Equity Participation.
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(a) Incentive Stock Options. Effective upon
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the approval of the Board of Directors, the Employee shall be granted "Incentive
Stock Options" (as such term is defined in the Company's 1997 Equity
Compensation Plan, as amended from time to time (the "Equity Compensation
Plan")) to purchase shares of Common Stock under and subject to the terms of the
Equity Compensation Plan; provided that as an express condition of receipt of
such Incentive Stock Options, the Employee shall enter into and agree to be
bound by the terms of the standard "Grant Instrument" (as such term is defined
in the Equity Compensation Plan) applicable to the issuance of Incentive Stock
Options under the Equity Compensation Plan.
(b) Vesting. In the event of a "Change of Control"
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(as such term is defined in the Equity Compensation Plan), all rights to acquire
Common Stock pursuant to the Grant of Incentive Stock Options described in
Section 3.3(a) hereof shall fully accelerate and be immediately vested and
exercisable; provided that, in the event such acceleration and vesting would
make the Change of Control ineligible for pooling of interests accounting
treatment, in lieu of such acceleration and vesting, the Company shall make a
payment to the Employee in an amount equal to the benefit that would have inured
to the Employee if such acceleration and vesting had occurred so long as such
payment would not make the Change of Control ineligible for pooling of interests
accounting treatment or otherwise impose adverse tax consequences on the
Company. In no event shall any right to acquire Common Stock pursuant to the
Grant Incentive Stock Options described in Section 3.3(a) hereof vest upon or
following the termination of the Employee's employment with the Company, except
as provided in the Equity Compensation Plan (as amended from time to time,
including, without limitation, with respect to the vesting of restricted stock
or incentive stock options in event of the death or disability of an employee of
the Company) or the applicable Grant Instrument.
3.4 Annual Compensation Review. The Board of Directors of the
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Company shall review the Employee's compensation annually which review shall
include, without limitation, an evaluation of the Employee's contribution to the
Company's annual financial performance, including orders, pre-tax earnings, cash
generation, and effective management of the Company's operations.
3.5 Fringe Benefits. During the Term, the Employee shall be
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entitled to participate in standard management benefits programs of the Company,
including, without limitation, the Company's standard program with respect to
automobile benefits, as amended from time to time (the "Benefits"). Employee
shall be entitled to four (4) weeks paid vacation per year.
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3.6 Reimbursement of Expenses. During the course of
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employment, the Employee shall be reimbursed for items of travel, food and
lodging and miscellaneous expenses reasonably incurred by him on behalf of the
Company, provided that such expenses are incurred, documented and submitted to
the Company, all in accordance with the reimbursement policies of the Company as
in effect from time to time.
4. Confidentiality. The Employee recognizes and acknowledges that the
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Proprietary Information (as hereinafter defined) is a valuable, special and
unique asset of the Company. As a result, both during the Term and thereafter,
the Employee shall not, without the prior written consent of the Company, for
any reason either directly or indirectly divulge to any third-party or use for
his own benefit, or for any purpose other than the exclusive benefit of the
Company or any subsidiary or affiliate of the Company, any confidential,
proprietary, business and technical information or trade secrets of the Company
or of any subsidiary or affiliate of the Company (the "Proprietary Information")
revealed, obtained or developed in the course of his employment with the
Company. Proprietary Information shall include, but shall not be limited to the
intangible personal property described in Section 5(b) hereof and, in addition,
technical information, including research design, results, techniques and
processes; apparatus and equipment design; and computer software; technical
management information, including project proposals, research plans, status
reports, performance objectives and criteria, and analyses of areas for business
development; and business information, including project, financial, accounting
and personnel information, business strategies, plans and forecasts, customer
lists, customer information and sales and marketing plans, efforts, information
and data. In addition, "Proprietary Information" shall include all information
and materials received by the Company, any subsidiary or affiliate of the
Company, or the Employee from a third party subject to an obligation of
confidentiality and/or non-disclosure. Nothing contained herein shall restrict
the Employee's ability to make such disclosures during the course of the
employment as may be necessary or appropriate to the effective and efficient
discharge of the duties required by or appropriate for the Position or as such
disclosures may be required by law or by a governmental body or court.
Furthermore, nothing contained herein shall restrict the Employee from divulging
or using for his own benefit or for any other purpose any Proprietary
Information that is readily available to the general public so long as such
information did not become available to the general public as a direct or
indirect result of the Employee's breach of this Section 4. Failure by the
Company to ▇▇▇▇ any of the Proprietary Information as confidential or
proprietary shall not affect its status as Proprietary Information under the
terms of this Agreement.
5. Property.
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(a) All right, title and interest in and to Proprietary
Information shall be and remain the sole and exclusive property of the Company
or any subsidiary or affiliate of the Company, as the case may be. During the
Term, the Employee shall not remove from the Company's offices or premises any
documents, records, notebooks, files, correspondence, reports, memoranda or
similar materials of or containing Proprietary Information, or other materials
or property of any kind belonging to the Company or any subsidiary or affiliate
of the Company, unless necessary or appropriate in accordance with the duties
and responsibilities required by or appropriate for the Position and, in the
event that such materials or property are removed, all of the foregoing shall be
returned to their proper files or places of safekeeping as promptly as possible
after the removal shall serve its specific purpose. The Employee shall not make,
retain, remove and/or distribute any copies of any of the foregoing for any
reason whatsoever, except as may be necessary in the discharge of the assigned
duties and shall not divulge to any third person the nature of and/or contents
of any of the foregoing or of any other oral or written information to which he
may have access or with which for any reason he may become familiar, except as
disclosure shall be necessary in the performance of the duties; and upon the
termination of his employment with the Company, he shall return to the Company
all originals and copies of the foregoing then in his possession or under his
control, whether prepared by the Employee or by others.
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(b) (i) The Employee acknowledges that all right, title
and interest in and to any and all writings, documents, inventions, discoveries,
ideas, developments, information, computer programs or instructions (whether in
source code, object code, or any other form), algorithms, formulae, plans,
memoranda, tests, research, designs, innovations, systems, analyses,
specifications, models, data, diagrams, flow charts, and/or techniques (whether
patentable or non-patentable or whether reduced to written or electronic form or
otherwise) relating to the Business or any other business in which the Company,
or any of the Company's subsidiaries or affiliates, is engaged during the Term
that the Employee creates, makes, conceives, discovers or develops, either
solely or jointly with any other person, at any time during the Term, during
working hours or using any property or facility of the Company or any subsidiary
or affiliate of the Company, and whether upon the request or suggestion of the
Company or otherwise, (collectively, "Intellectual Work Product") shall be the
sole and exclusive property of the Company. The Employee shall promptly disclose
to the Company all Intellectual Work Product, and the Employee shall have no
claim for additional compensation for the Intellectual Work Product.
(ii) The Employee acknowledges that all the
Intellectual Work Product that is copyrightable shall be considered a work made
for hire under United States Copyright Law. To the extent that any copyrightable
Intellectual Work Product may not be considered a work made for hire under the
applicable provisions of the United States Copyright Law, or to the extent that,
notwithstanding the foregoing provisions, the Employee may retain an interest in
any Intellectual Work Product, the Employee hereby irrevocably assigns and
transfers to the Company any and all right, title, or interest that the Employee
may have in the Intellectual Work Product under copyright, patent, trade secret
and trademark law, in perpetuity or for the longest period otherwise permitted
by law, without the necessity of further consideration. The Company shall be
entitled to obtain and hold in its own name all copyrights, patents, trade
secrets, and trademarks with respect thereto.
(iii)The Employee shall reveal promptly all
information relating to any Intellectual Work Product to the Board of Directors,
cooperate with the Company and execute such documents as may be necessary or
appropriate (A) in the event that the Company desires to seek copyright, patent
or trademark protection, or other analogous protection, thereafter relating to
the Intellectual Work Product, and when such protection is obtained, renew and
restore the same, or (B) to defend any opposition proceedings in respect of
obtaining and maintaining such copyright, patent or trademark protection, or
other analogous protection.
6. Covenant not to Compete. The Employee shall not, during the Term
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(except in the performance of the Employee's duties hereunder) and for a period
of two (2) years immediately following the termination of the Employee's
employment hereunder do any of the following directly or indirectly without the
prior written consent of the Board of Directors in its sole discretion:
(a) engage or participate, directly or indirectly,
in any business activity substantially competitive with the Business;
(b) become interested (as owner, stockholder, lender,
partner, co-venturer, director, officer, employee, agent, consultant or
otherwise) in any person, firm, corporation, association or other entity engaged
in any business that is competitive with the Business, or become interested in
(as owner, stockholder, lender, partner, co-venturer, director, officer,
employee, agent, consultant or otherwise) any portion of the business of any
person, firm, corporation, association or other entity where such portion of
such business is competitive with the Business or any other business in which
the Company or any of the Company's subsidiaries or affiliates is engaged during
the Term (notwithstanding the foregoing, the Employee may hold not more than
five percent (5%) of the outstanding securities of any class of any
publicly-traded securities of a company that is engaged in the Business);
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(c) engage, either directly or indirectly, in any business
activity substantially competitive with the Business with any (A) customer with
whom the Company or any subsidiary or affiliate of the Company shall have dealt
at any time during the one (1) year period immediately preceding the termination
of the Employee's employment hereunder, or (B) corporate partner, collaborator,
independent contractor or supplier with whom the Company or any subsidiary or
affiliate of the Company shall have dealt at any time during the one (1) year
period immediately preceding the termination of the Employee's employment
hereunder;
(d) influence or attempt to influence any then current or
prospective supplier, customer, corporate partner, collaborator, or independent
contractor of the Company or any subsidiary or affiliate of the Company to
terminate or modify any written or oral agreement or course of dealing with the
Company or any subsidiary or affiliate of the Company; or
(e) initiate any contract with any person with the
purpose of influencing or attempting to influence any person either (i) to
terminate or modify an employment, consulting, agency, distributorship or other
arrangement with the Company or any subsidiary or affiliate of the Company, or
(ii) to employ or retain, or arrange to have any other person or entity employ
or retain, any person who has been employed or retained by the Company or any
subsidiary or affiliate of the Company as an employee, consultant, agent or
distributor of the Company or any subsidiary or affiliate of the Company at any
time during the one (1) year period immediately preceding the termination of the
Employee's employment hereunder.
The Employee acknowledges that he has carefully read and considered the
provisions of this Section 6. The Employee acknowledges that the foregoing
restrictions may limit his ability to earn a livelihood in a business similar to
the Business, but he nevertheless believes that he has received and will receive
sufficient consideration and other benefits in connection with the payment by
the Company of the compensation set forth in Sections 3 and 7 hereof to justify
such restrictions, which restrictions the Employee does not believe would
prevent him from earning a living in businesses that are not competitive with
the Business and without otherwise violating the restrictions set forth herein.
7. Termination. Upon termination of the Employee's employment
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hereunder, the Employee shall be entitled only to such compensation and benefits
as described in this Section 7.
7.1 Termination by the Company Without Cause.
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(a) Notwithstanding anything to the contrary set forth
herein, the Company shall have the right to terminate the Employee's employment
hereunder at any time, for any reason or for no reason, without cause, effective
upon the date designated by the Company upon written notice to the Employee.
(b) In the event of a termination of the Employee's
employment hereunder pursuant to Section 7.1(a) hereof prior to the Expiration
Date, the Employee shall be entitled to receive all accrued but unpaid (as of
the effective date of such termination) Salary and the severance payments in the
manner set forth in Section 7.1(c) hereof; provided that the Employee has
complied with all of his obligations under this Agreement and continues to
comply with all of his surviving obligations hereunder listed in Section 9
hereof. Except as specifically set forth in this Section 7.1, all Salary and
Benefits shall cease at the time of such termination, except as required under
applicable law and neither the Company nor any subsidiary or affiliate of the
Company shall have any further liability or obligation hereunder by reason of or
subsequent to such termination.
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(c) In the event of the termination of the
Employee's employment under Section 7.1(a) hereof prior to the Expiration Date,
the Employee shall be entitled, as severance pay, to receive:
(i) an amount equal to (A) the sum of the Salary then
in effect plus the average of the Bonus paid to the Employee in the two years
preceding the effective date of such termination, multiplied by (B) the number
of years between the effective date of such termination and the Expiration Date
(pro rated for any partial year); and
(ii) all Benefits for a period of years (including
fractional years) equal to the number of years between the effective date of
such termination and the Expiration Date (pro rated for any partial year).
(iii)a car benefits allowance in an amount equal
to any car benefits allowance available to the Employee as of the date of his
termination, for a period equal to the Extended Coverage Period.
7.2 Termination for Cause.
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(a) The Company shall have the right to terminate the
Employee's employment hereunder at any time for "cause" upon written notice to
the Employee. For purposes of this Agreement, "cause" shall mean:
(i) any material breach by the Employee of any material
obligations under this Agreement, which breach has not been cured within thirty
(30) days of written notice by the Company to the Employee;
(ii) conduct of the Employee involving disloyalty
to the Company or willful misconduct with respect to the Company, including
without limitation fraud, embezzlement, theft or proven dishonesty in the course
of the employment, which conduct or willful misconduct, if capable of cure, has
not been cured within thirty (30) days of written notice by the Company to the
Employee; or
(iii)conviction of a felony or other criminal act,
provided that in the case of such other criminal act the Employee is sentenced
to a term of more than one (1) year in prison.
(b) In the event of a termination of the Employee's
employment hereunder pursuant to Section 7.2(a) hereof, the Employee shall be
entitled to receive all accrued but unpaid (as of the effective date of such
termination) Salary and such other benefits as are normally provided by the
Company upon the death of an employee; provided that the Employee has complied
with all of his obligations under this Agreement. All Salary and Benefits shall
cease at the time of such termination, subject to the requirements of applicable
law, and, except as specifically set forth in this Section 7.2, neither the
Company nor any subsidiary or affiliate of the Company shall have any further
liability or obligation hereunder by reason of or subsequent to such
termination.
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7.3 Termination by the Employee.
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(a) Voluntary Termination. In the event of a
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voluntary termination by the Employee of his employment hereunder, the Employee
will be entitled to receive all accrued and unpaid (as of the effective date of
such termination) Salary; provided that the Employee has complied with all of
his obligations under this Agreement. Except as specifically set forth in this
Section 7.3(a) or as provided by applicable law, neither the Company nor any
subsidiary or affiliate of the Company shall have any further liability or
obligation to the Employee for compensation or benefits hereunder by reason of
or subsequent to such termination.
(b) Termination by Death. In the event that the Employee
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dies during the Term, the Employee's employment hereunder shall be terminated
thereby and the Company shall pay to the Employee's executors, legal
representatives or administrators an amount equal to all accrued and unpaid (as
of the date of death) Salary and any such other benefits as are normally
provided by the Company upon the death of an employee; provided that the
Employee has complied with all of his obligations under this Agreement. Except
as specifically set forth in this Section 7.3(b) or as provided by applicable
law, neither the Company nor any subsidiary or affiliate of the Company shall
have any further liability or obligation hereunder to the Employee's executors,
legal representatives, administrators, heirs or assigns or any other person
claiming under or through him by reason of or subsequent to the Employee's
death.
7.4 Termination upon a Change of Control.
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(a) During the one (1) year period following a Change of
Control, in the event of the termination of the Employee's employment hereunder
pursuant to a Constructive Termination (as defined in Section 7.4(b) hereof), in
lieu of the severance pay described in Section 7.1(c)(i) hereof, the Employee
shall be entitled, as severance pay, to receive a lump sum payment in an amount
equal to (A) two (2) times the sum of (x) the Salary in effect on the date of
termination plus (y) the average of the Bonus paid to the Employee for the two
(2) fiscal years preceding the year in which the termination becomes effective,
subject to all applicable Taxes, which amount shall be payable to the Employee
within thirty (30) days following the date of termination.
(b) For purposes of this Section 7.4, "Constructive
Termination" shall mean the termination of the Employee's employment hereunder
by the Employee within one year of a Change of Control as a result of any of the
following: (i) the Employee is demoted; (ii) the Employee's duties hereunder are
materially altered in a manner unacceptable to the Employee at the sole
discretion of the Employee; or (iii) the Salary is reduced.
8. Representations, Warranties and Covenants of the Employee.
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(a) The Employee represents and warrants to the Company
that:
(i) to the best of the Employee's knowledge, there
are no restrictions, agreements or understandings whatsoever to which the
Employee is a party which would prevent or make unlawful the Employee's
execution of this Agreement or the Employee's employment hereunder, or which is
or would be inconsistent or in conflict with this Agreement or the Employee's
employment hereunder, or would prevent, limit or impair in any way the
performance by the Employee of the obligations hereunder; and
(ii) the Employee has disclosed to the Company all
restraints, confidentiality commitments or other employment restrictions that he
has with any other employer, person or entity.
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(b) The Employee covenants that in connection with his
provision of services to the Company, he shall not breach any obligation (legal,
statutory, contractual or otherwise) to any former employer or other person,
including, but not limited to obligations relating to confidentiality and
proprietary rights.
9. Survival of Provisions. The provisions of this Agreement set
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forth in Sections 3.6, 4, 5, 6, 7, 8, 18 and 19 hereof shall survive the
termination of the Employee's employment hereunder.
10. Successors and Assigns. This Agreement shall inure to the benefit
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of and be binding upon the Company and the Employee and their respective
successors, executors, administrators, heirs and/or assigns; provided that the
Employee shall not make any assignment of this Agreement or any interest herein,
by operation of law or otherwise, without the prior written consent of the
Company.
11. Notice. Any notice hereunder by either party shall be given by
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personal delivery or by sending such notice by certified mail, return-receipt
requested, or telecopied, addressed or telecopied, as the case may be, to the
other party at its address set forth below or at such other address designated
by notice in the manner provided in this section. Such notice shall be deemed to
have been received upon the date of actual delivery if personally delivered or,
in the case of mailing, two (2) days after deposit with the U.S. mail, or, in
the case of facsimile transmission, when confirmed by the facsimile machine
report.
(a) if to the Company, to:
Paragon Technologies, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Chairman of the Board
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to the Employee, to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Telecopier:
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with a copy to:
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Telecopier:
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12. Entire Agreement; Amendments. This Agreement contains the entire
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agreement and understanding of the parties hereto relating to the subject matter
hereof, and merges and supersedes all prior and contemporaneous discussions,
agreements and understandings of every nature between the parties hereto
relating to the employment of the Employee with the Company, including, without
limitation, the Original Agreement. This Agreement may not be changed or
modified, except by an agreement in writing signed by each of the parties
hereto.
13. Waiver. The waiver of the breach of any term or provision of this
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this Agreement shall not operate as or be construed to be a waiver of any other
or subsequent breach of this Agreement.
14. Governing Law. This Agreement shall be construed and enforced in
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accordance with the laws of the Commonwealth of Pennsylvania, without regard to
the principles of conflicts of laws of any jurisdiction.
15. Invalidity. If any provision of this Agreement shall be determined
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to be void, invalid, unenforceable or illegal for any reason, the validity and
enforceability of all of the remaining provisions hereof shall not be affected
thereby. If any particular provision of this Agreement shall be adjudicated to
be invalid or unenforceable, such provision shall be deemed amended to delete
therefrom the portion thus adjudicated to be invalid or unenforceable, such
amendment to apply only to the operation of such provision in the particular
jurisdiction in which such adjudication is made; provided that, if any provision
contained in this Agreement shall be adjudicated to be invalid or unenforceable
because such provision is held to be excessively broad as to duration,
geographic scope, activity or subject, such provision shall be deemed amended by
limiting and reducing it so as to be valid and enforceable to the maximum extent
compatible with the applicable laws of such jurisdiction, such amendment only to
apply with respect to the operation of such provision in the applicable
jurisdiction in which the adjudication is made.
16. Section Headings. The section headings in this Agreement are
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for convenience only; they form no part of this Agreement and shall not affect
its interpretation.
17. Number of Days. In computing the number of days for purposes of
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this Agreement, all days shall be counted, including Saturdays, Sundays and
legal holidays; provided that, if the final day of any time period falls on a
Saturday, Sunday or day which is a legal holiday in the Commonwealth of
Pennsylvania, then such final day shall be deemed to be the next day which is
not a Saturday, Sunday or legal holiday.
18. Specific Enforcement; Consent to Suit. The Employee acknowledges
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that the restrictions contained in Sections 4, 5 and 6 hereof are reasonable and
necessary to protect the legitimate interests of the Company and its affiliates
and that the Company would not have entered into this Agreement in the absence
of such restrictions. The Employee also acknowledges that any breach by him of
Sections 4, 5 or 6 hereof will cause continuing and irreparable injury to the
Company for which monetary damages would not be an adequate remedy. The Employee
shall not, in any action or proceeding to enforce any of the provisions of
Section 4, 5 or 6 hereof, assert the claim or defense that an adequate remedy at
law exists. In the event of such breach by the Employee, the Company shall have
the right to enforce the provisions of Section 4, 5 or 6 hereof by seeking
injunctive or other relief in any court, and this Agreement shall not in any way
limit remedies of law or in equity otherwise available to the Company. Any legal
proceeding to enforce the provisions of Section 4, 5 or 6 hereof shall be
instituted in the state court located in the Court of Common Pleas of
Northampton County, Pennsylvania, or if such court does not have jurisdiction or
will not accept jurisdiction, in any state or federal court of general
jurisdiction in the Commonwealth of Pennsylvania, and, for such purpose, the
Employee hereby consents to the personal and exclusive jurisdiction of such
court and hereby waives any objection that the Employee may have to the laying
of venue of any such proceeding and any claim or defense of inconvenient forum.
Notwithstanding the foregoing to the contrary, the Company shall have the right
to institute legal proceedings to enforce the
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provisions of Section 4, 5 or 6 hereof in any court with jurisdiction over the
Employee. In any legal proceeding seeking to enforce or interpret the terms of
Section 4, 5 or 6 hereof, each party shall be responsible for its own costs,
expenses and disbursements, including attorneys' fees.
19. Arbitration. Subject to the last sentence of this Section 19, if
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any dispute arises over the terms of this Agreement between the parties to this
Agreement, either the Employee or the Company shall submit the dispute to
binding arbitration within thirty (30) days after such dispute arises, to be
governed by the evidentiary and procedural rules of the American Arbitration
Association (Commercial Arbitration). The Employee and the Company shall
mutually select one (1) arbitrator within ten (10) days after a dispute is
submitted to arbitration. In the event that the parties do not agree on the
identity of the arbitrator within such period, the arbitrator shall be selected
by the American Arbitration Association. The arbitrator shall hold a hearing on
the dispute in Northampton County, Pennsylvania within thirty (30) days after
having been selected and shall issue a written opinion within fifteen (15) days
after the hearing. The arbitrator shall also decide on the allocation of the
costs of the arbitration to the respective parties, but the Employee and the
Company shall each be responsible for paying the fees of their own legal
counsel, if legal counsel is obtained. Either the Employee or the Company, or
both parties, may file the decision of the arbitrator as a final, binding and
unappealable judgment in a court of appropriate jurisdiction. Notwithstanding
the foregoing provisions of this Section 19 to the contrary, matters in which an
equitable remedy or injunctive relief is sought by a party, including but not
limited to the remedies referred to in Section 18 hereof, shall not be required
to be submitted to arbitration, if the party seeking such remedy or relief
objects thereto, but shall instead be subject to the provisions of Section 18
hereof.
20. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
[one signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Executive Employment
Agreement to be executed the day and year first written above.
PARAGON TECHNOLOGIES, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and CEO
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board of Directors
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