EMPLOYMENT AGREEMENT
AGREEMENT dated as of October 1, 1998 by and between CSL Lighting
Manufacturing, Inc., a Delaware corporation ("CSL" or the "Company") and ▇▇▇▇
▇▇▇▇▇ residing at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇").
WHEREAS, ▇▇▇▇▇ is currently the Chief Executive Officer of CSL; and
WHEREAS, the Company desires to assure itself of the benefit of ▇▇▇▇▇'▇
services and experience for a period of time; and
WHEREAS, ▇▇▇▇▇ is willing to enter into an agreement to that end with the
Company upon the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the premises and covenants herein
contained, the parties hereto agree as follows:
1. Employment. CSL hereby employs ▇▇▇▇▇ as its Chief Executive Officer and
and ▇▇▇▇▇ hereby accepts such employment and agrees to perform his duties and
responsibilities hereunder in accordance with the terms and conditions
hereinafter set forth.
2. Duties and Responsibilities. ▇▇▇▇▇ shall be the Chief Executive Officer
of CSL during the Employment Term (as defined below). ▇▇▇▇▇ shall report to and
be subject to the direction of the Board of Directors (the "Board") of CSL and
▇▇▇▇▇ shall perform such duties as may be assigned to him from time to time by
the Board; provided, that such duties shall be of a nature consistent with the
dignity and authority of the positions of Chief Executive Officer. During the
Employment Term ▇▇▇▇▇ shall, subject to the Company's vacation policy, devote
substantially all of his normal business time and attention to the businesses of
CSL and
its subsidiaries and affiliates and shall perform such duties in a diligent,
trustworthy, loyal, businesslike and efficient manner, all for the purpose of
advancing the business of CSL and its subsidiaries and affiliates. Nothing
contained in this Agreement shall be deemed to prohibit ▇▇▇▇▇ from devoting a
nominal amount of his time to his (and his family's) personal investments,
provided, however, that, in case of conflict, the performance of ▇▇▇▇▇'▇ duties
under this Agreement shall take precedence over his activities with respect to
such investments.
3. Term. The Term of this Agreement shall commence on the date hereof and
shall continue until September 30, 2003, unless terminated prior thereto in
accordance with the terms and provisions hereof (the "Employment Term").
4. Compensation. CSL shall pay to ▇▇▇▇▇ a salary at the rate of $175,000
per year, payable in such manner as CSL shall determine, but in no event any
less often than monthly, less withholding required by law and other deductions
agreed to by ▇▇▇▇▇. ▇▇▇▇▇'▇ annual salary may be increased during the Employment
Term in the sole discretion of the Board.
5. Bonus. In addition to the compensation provided for in Paragraph 4 of
this Agreement, ▇▇▇▇▇ shall during the Employment Term participate in the
Company's then existing and effective profit sharing and bonus plans.
Furthermore ▇▇▇▇▇ shall receive such other bonuses as determined in the sole
discretion of the Board. Any bonuses shall be paid in such manner as the parties
mutually agree.
6. Principal Office. Without ▇▇▇▇▇'▇ consent, CSL shall not require ▇▇▇▇▇
to maintain his principal office in any location other than Massachusetts.
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7. Expenses and Benefits.
(a) CSL shall, consistent with CSL's policy of reporting and
reimbursement of business expenses, reimburse ▇▇▇▇▇ for such other ordinary and
necessary entertainment and business related expenses as shall be incurred by
▇▇▇▇▇ in the course of the performance of his duties under this Agreement.
(b) CSL recognizes that ▇▇▇▇▇ will be required to incur significant
travel in rendering services to CSL hereunder and in connection therewith CSL
shall during the Employment Term provide ▇▇▇▇▇ with a automobile allowance of
$900 per month which the parties agree shall be used to pay all of the expenses
associated with the operation of an automobile including, without limitation,
maintenance, repair and insurance costs.
(c) ▇▇▇▇▇ shall be entitled to participate, to the extent he
qualifies, in such life insurance, hospitalization, disability and other medical
insurance plans or programs as are generally made available to executive
officers of CSL which shall be consistent with the programs and benefits
currently offered to ▇▇▇▇▇.
(d) ▇▇▇▇▇ shall be entitled to use of the Company's corporate
apartment while providing services hereunder in the state of California and the
Company shall otherwise reimburse ▇▇▇▇▇ for all ordinary and necessary
reasonable expenses in connection with his provision of services away from his
home.
8. Termination.
(a) CSL shall have the right to terminate this Agreement for
disability in the event ▇▇▇▇▇ suffers any illness or incapacity of such
character as to substantially disable him from performing his duties hereunder
for a period of more than one hundred and eighty (180) consecutive days in any
one calendar year upon CSL giving at least thirty (30) days written
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notice of its intention to so terminate. If ▇▇▇▇▇ shall resume his duties
hereunder within thirty (30) days following the receipt of such notice and shall
perform such duties for forty (40) days of the next sixty (60) consecutive days
thereafter, the Employment Term shall continue without interruption and such
notice of intention to terminate shall have no further force or validity.
(b) This Agreement shall terminate upon the death of ▇▇▇▇▇, except
that ▇▇▇▇▇'▇ salary shall be payable to his estate for one hundred eighty (180)
days thereafter, together with all accrued bonuses and outstanding unreimbursed
expenses.
(c) CSL may terminate this Agreement at any time with Reasonable
Cause upon five (5) days written notice to ▇▇▇▇▇. "Reasonable Cause" means (i)
conviction of a crime involving moral turpitude; (ii) ▇▇▇▇▇ having engaged in
any activity in competition with CSL, without CSL's consent; (iii) ▇▇▇▇▇ having
divulged any secret or confidential information of a material nature belonging
to CSL, without CSL's consent, except as required by law; (iv) ▇▇▇▇▇'▇
dishonesty or misconduct that is damaging or detrimental to CSL in any material
respect; or (v) ▇▇▇▇▇'▇ breach of any material term of this Agreement; provided,
however, that notice under this provision shall not be effective unless ▇▇▇▇▇
shall have first received written notice from CSL of the specific acts or
omissions alleged to constitute a breach of any material term of this Agreement,
and such breach continues unremedied for a period of fifteen (15) days after
such notice.
(d) If either (i) a third person, including a "group" as defined in
Section 13(d) (3) of the Securities Exchange Act of 1934, becomes the beneficial
owner of shares of CSL having 45% or more of the total number of votes that may
be cast for the election of directors of CSL or (ii) as the result of, or in
connection with, any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination of the
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foregoing transactions (a "Transaction"), the persons who were directors of CSL
before the Transaction shall cease to constitute a majority of the Board or the
Board of Directors of any successor to CSL and following such Transaction (a)
▇▇▇▇▇'▇ duties and responsibilities are modified in a material respect in a
manner inconsistant with the dignity and role of a senior executive officer, or
(b) the Company breaches a material provision of this Agreement, which remains
uncured for ten (10) business days following written notice thereof; then and in
such event for a period of one hundred and twenty (120) days following the
occurrence of such events ▇▇▇▇▇ may elect to terminate this Agreement upon five
(5) days prior written notice to CSL and upon such termination ▇▇▇▇▇ shall be
entitled to receive, in addition to any other payments due to ▇▇▇▇▇ pursuant to
this Agreement, a severance payment equal to the greater of (a) $200,000, or (b)
the compensation due to ▇▇▇▇▇ for the balance of the Employment Term.
9. Non-Competition. ▇▇▇▇▇ covenants and agrees that during his employment
hereunder and for a period of one years after his employment hereunder is
terminated, he will not, without the prior written consent of CSL, (a) compete
with the business of CSL or any of its subsidiaries or affiliates and, in
particular, he will not without such consent, directly or indirectly, own,
manage, operate, finance, join, control or participate in the ownership,
management, operation, financing or control of, or be connected as a director,
officer, employee, partner, consultant or agent with, any business in
competition with or similar to the business of CSL or any of its subsidiaries or
affiliates; provided, however, that ▇▇▇▇▇ may own up to two percent of the
capital stock of any publicly traded corporation in competition with the
business of CSL or any of its subsidiaries or affiliates if the fair market
value of such corporation's outstanding capital stock exceeds $100 million, and
(b) divert, take away, interfere with or attempt to take away any present or
former employee or customer of CSL or
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any of its subsidiaries or affiliates. The provisions of this Section 9 shall no
longer be applicable if ▇▇▇▇▇'▇ employment is terminated by CSL (other than for
cause) or by ▇▇▇▇▇ pursuant to the provisions of Section 8(d) hereof during the
Employment Term. In the event that the provisions of this Section 9 should ever
be deemed to exceed the time or geographic limitations or any other limitations
permitted by applicable law, then such provisions shall be deemed reformed to
the maximum permitted by applicable law. ▇▇▇▇▇ acknowledges and agrees that the
foregoing covenant is an essential element of this Agreement and that, but for
the agreement of ▇▇▇▇▇ to comply with the covenant, the Company would not have
entered into this Agreement, and that the remedy at law for any breach of the
covenant will be inadequate and the Company, in addition to any other relief
available to it, shall be entitled to temporary and permanent injunctive relief
without the necessity of proving actual damage.
10. Confidential Information. ▇▇▇▇▇ recognizes and acknowledges that the
customer lists, patents, inventions, copyrights, methods of doing business,
trade secrets and proprietary information of CSL including, without limitation,
as the same may exist from time to time, are valuable, special and unique assets
of the business of CSL. Except in the ordinary course of business or as required
by law, ▇▇▇▇▇ shall not, during or after the Employment Term, disclose any such
list of customers or any part thereof, any such patents, inventions, copyrights,
methods of doing business, trade secrets or proprietary information which are
not otherwise in the public domain to any person, firm, corporation or other
entity for any reason whatsoever. In addition, ▇▇▇▇▇ specifically acknowledges
and agrees that the remedy at law for any breach of the foregoing shall be
inadequate and that CSL Lighting Manufacturing, and the Company, in addition to
any other relief available to them, shall be entitled to temporary and permanent
injunctive relief without the necessity of proving actual damage.
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11. COBRA. In the event of ▇▇▇▇▇'▇ death during the term of this
Agreement, CSL shall make all COBRA medical premium payments for ▇▇▇▇▇'▇ family
for the three year period following his death.
12. Opportunities. During his employment with CSL, ▇▇▇▇▇ shall not take
any action which might divert from CSL or any of its subsidiaries or affiliates
any opportunity which would be within the scope of any of the present or future
businesses of CSL or any of its subsidiaries or affiliates.
13. Contents of Agreement, Parties in Interest, Assignment, etc. This
Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of ▇▇▇▇▇ hereunder which are of a
personal nature shall neither be assigned nor transferred in whole or in party
by ▇▇▇▇▇. This Agreement shall not be amended except by a written instrument
duly executed by CSL and ▇▇▇▇▇.
14. Severability. If any term or provision of this Agreement shall be held
to be invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extend of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, and this Agreement shall
be construed as if such invalid or unenforceable term or provision had not been
contained herein.
15. Notices. Any notice, request, instruction or other document to be
given hereunder by any party to the other party shall be in writing and shall be
deemed to have been duly given when delivered personally or five (5) days after
dispatch by registered or certified
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mail, postage prepaid, return receipt requested, to the party to whom the same
is so given or made:
If to CSL
addressed to: CSL Lighting Manufacturing, Inc.,
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Chief Executive Officer
with a copy to: Morse, Zelnick, Rose & Lander, LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
If to ▇▇▇▇▇
addressed to: ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or at such other address as the one party shall specify to the other party in
writing.
16. Counterparts and Headings. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all which
together shall constitute one and the same instrument. All headings are inserted
for convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.
17. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of California.
18. Arbitration. Any disputes arising hereunder shall be submitted to
arbitration before a single arbitrator in Los Angeles, California under the
rules and regulations of the American Arbitration Association. Any award in such
arbitration proceeding may be enforced in any court of competent jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
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CSL LIGHTING MANUFACTURING, INC.
By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Chairman
Compensation Committee of the
Board of Directors
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▇▇▇▇ ▇. ▇▇▇▇▇
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