EMPLOYMENT AGREEMENT
This AGREEMENT made this 1st day of July, 1994, between SECURICOR TELESCIENCES
INC. (the "Company") and ▇▇▇ ▇▇▇▇▇▇▇ (the "Employee").
WHEREAS, the Employee was an employee of TeleSciences Inc. ("TeleSciences"), the
Company's predecessor, and the Company now wishes to employ Employee and
Employee wishes to enter into the employ of the Company on the terms and
conditions contained in this Agreement' and
WHEREAS, the Employee is desirous of obtaining the protections and benefits
contained in this Agreement, in return for which he agrees to the restrictive
covenants contained herein.
NOW, THEREFORE, in consideration of the facts, mutual promises, and covenants
contained herein, and intending to be legally bound hereby, the Company and the
Employee agree as follows:
1. Employment and Duties.
The Company hereby employs the Employee and the Employee hereby accepts
employment by the Company, to serve as Vice President reporting to the
President of the Company. In such capacity, the Employee shall have such
powers and shall perform duties and services consistent with such capacity
as may be assigned or delegated to him from time-to-time by the President
of the Company. The Employee shall devote his full business time and
attention to the business and affairs of the Company exclusively and will
use his best efforts to promote the interests of the Company.
2. Compensation and Benefits.
(a) The Company shall pay the Employee a base salary of $156,502.40 per
annum, payable in accordance with the regular payroll practices in
effect from time-to-time. This base salary will be reviewed on
October 1, 1994 and reviewed annually thereafter, beginning on July
1, 1995.
(b) The Employee shall participate in any health insurance, life
insurance, accident or disability insurance, profit sharing, or
retirement plans or programs currently in effect or that may
hereafter be established by the Company, in accordance with and to
the extent so provided by these plans or programs, and to the extent
that other senior management employees are eligible to so
participate. Nothing in this Agreement shall preclude the Company
from emending or terminating any such insurance, program, or plan on
the condition that such amendment or termination is applicable to
the Company's senior management employees generally.
(c) The Employee shall be entitled to paid vacation per year in
accordance with the Company's general policy for senior management
employees.
3. Automobile Allowance.
The Employee shall receive an automobile allowance of $625 per month.
4. Termination of Employment by the Company.
Notwithstanding any other provision of this Agreement, Employee's
employment and any and all of the Company's obligations or liabilities
under this Agreement shall be terminated immediately, in any of the
following circumstances:
(a) Death: If the Employee dies, the further accrual of all payments and
benefits hereunder shall cease at the end of the month in which
Employee's death shall occur. All payments
and benefits hereunder which have accrued prior to the end of such
month shall be promptly paid to the executor or administrator of
Employee's estate or pursuant to such other specific directions as
Employee has previously provided to the Company in writing.
(b) Discharge for Cause:
The Company may discharge the Employee at any time, for "cause,"
which shall include but not be limited to criminal conduct (whether
or not related to the Employee's employment) other than minor
traffic offenses; any material breach by the Employee of this
Agreement; gross negligence or malfeasance by the Employee in the
performance of his duties for the Company; self-dealing; and/or any
violation of any expressed direction or any reasonable rule or
regulation established by the Company from time-to-time regarding
the conduct of its business.
(c) Discharge for Other Reasons:
The Company may discharge the Employee at any time, for any or no
reason, by providing six (6) months' prior written notice. At the
Company's option, the Company may elect to sever the employment
relationship with the Employee at any time during this six (6) month
period, in which event the Employee shall be compensated for the
remainder of said six (6) month period.
5. Termination of Employment by the Employee.
This Agreement may be terminated by the Employee upon not less than three
(3) months written notice to the Company. Upon the effective date of such
voluntary termination, any and all of the Company's obligations under this
Agreement shall terminate.
6. Proprietary Rights, Confidentiality, Non-Competition, Inventions, etc.
As did its predecessor, TeleSciences, the Company designs and manufactures
various electronic equipment and systems (hereinafter referred to as
"Products"), and the Company is unique in that it possesses expertise and
"Know-How" in the design, manufacture, and sale of Products. As he did
while employed by TeleSciences, during the course of Employee's employment
with the Company he will have access to trade secrets, and proprietary and
confidential information pertaining to the Company and its Products, such
as, but not limited to, its short and long range business plans, its
processes and procedures, sales and distribution methods, suppliers and
customer lists, customer prospects, personnel records, research and
development projects, manufacturing processes, and "Know-How" (all the
foregoing hereinafter referred to as "Proprietary Information"). This
Proprietary Information was designed and developed by the Company, or
TeleSciences, at great expense and over lengthy periods of time, is
unique, secret, and confidential, and constitutes the exclusive property
and trade secrets of the Company, and any use of such property and trade
secrets by the Employee, other than for the sole benefit of the Company,
would be wrongful and would cause irreparable injury to the Company.
However, Proprietary Information shall not include information which has
become publicly known through no wrongful act of Employee, information
which has been rightfully received from a third party authorized to make
such information available without restriction, information which has been
approved for release by written authorization of the Company, and
information which must be disclosed pursuant to applicable law or in
connection with the enforcement of the Agreement.
(a) The Employee shall not, at any time, without the express written
consent of the Company, publish, disclose or divulge to any person,
firm, corporation, or use directly, indirectly or for his own
benefit or the benefit of any person, firm, or
corporation other than the Company, any Proprietary Information,
property, trade secrets, or confidential information of the Company,
its subsidiaries, and its affiliates learned or obtained by the
Employee from the Company or TeleSciences, including, but not
limited to, the information and things set forth above. This
obligation shall be continuing and shall not end with the cessation
of Employee's employment with the Company. Employee further agrees
that, immediately upon cessation of his employment with the Company,
whether voluntary or involuntary, he shall return to the Company all
property of the Company including, but not limited to, Proprietary
Information.
(b) The Employee shall not, during the course of his employment and for
six (6) months after:
(i) Directly or indirectly induce or influence any employee of the
Company to terminate his employment with the Company, who was
employed by the Company at the time of the termination of
Employee's employment or who terminated his employment for any
reason during the six (6) months preceding the termination of
Employee's employment with the Company.
(ii) Engage in (as a principal, partner, director, officer, agent,
employee, consultant, independent contractor, or otherwise) or
be financially interested in, any business which is involved
in business activities which are the same as, similar to, or
in competition with the Products. However, nothing contained
in this sub-paragraph shall prevent the Employee from being
the holder or beneficial owner for investment purposes only of
any class of equity securities of a company whose securities
are traded on a national securities exchange or NASDAQ if the
Employee (together with his spouse, children,
siblings, and parents) neither holds, nor is beneficially interested
in, more than five percent (5%) of any single class of the
securities in that company.
(c) The Employee shall not, for six (6) months after the cessation of
his employment, whether voluntary or involuntary, without the prior
written approval of the Company, either solely or jointly with, or
as manager or agent for, any person, corporation, trust, joint
venture, partnership, or other business entity, directly or
indirectly, solicit any customers or accounts that were customers or
accounts (or legal successors to customers or accounts) of the
Company during any period of time that the Employee was employed by
the Company.
(d) The Employee shall fully and promptly disclose and assign to the
Company for its sole benefit, to be utilized in any manner it sees
fit, and without additional compensation, all ideas, discoveries,
inventions and improvements, patentable or not, and all writings
(including the copyright) which are made, conceived or reduced to
practice by the Employee, alone or with others, during or after
working hours, either on or off the job during the term of his
employment, or within six (6) months thereafter, which are related
to the Products, or which results from tasks assigned to the
Employee by the Company. The Company may, but it shall not be
required to, obtain at its own expense and for its sole benefit,
patents or statutory copyright for any patentable idea or
copyrightable writing referred to above, and he shall co-operate
with the Company in executing any documents required in connection
therewith.
(e) Except as delegated to do so by the President of the Company, the
Employee shall not make any statements to the media concerning the
Company's business.
(f) The Employee acknowledges that the restrictions contained in this
Paragraph 6, in view of the nature of the business in which the
Company is engaged, are reasonable
and necessary to protect the legitimate interests of the Company,
and that any violation of those restrictions would result in
irreparable injury to the Company. The Employee therefore agrees
that, in the event of his violation of any of those restrictions,
the Company shall be entitled to obtain from any court of competent
jurisdiction preliminary and permanent injunctive relief against the
Employee, in addition to damages from the Employee and an equitable
accounting of all commissions, earnings, profits, and other benefits
arising from such violation, which rights shall be cumulative and in
addition to any other rights or remedies to which the Company may be
entitled.
(g) The Employee agrees that if any or any portion of the foregoing
covenants or the application thereof, is construed to be invalid or
unenforceable, the remainder of such covenant or covenants or the
application thereof shall not be affected and the remaining covenant
or covenants will then be given full force and effect without regard
to the invalid or unenforceable portions. If any covenant is held to
be unenforceable because of the area covered, the duration thereof,
or the scope thereof, the employee agrees that the Court making such
determination shall have the power to reduce the area and/or the
duration, and/or limit the scope thereof, and the covenant shall
then be enforceable in its reduced form.
7. Complete Understanding.
This Agreement constitutes the complete understanding between the parties
in respect to the subject matter hereof and supersedes all prior and
contemporary agreements and understandings, inducements or conditions,
expressed or implied, written or oral, between the Company and the
Employee, and cannot be changed or modified except by written agreement
signed by the parties.
8. Binding Effect.
This Agreement shall be binding upon and shall inure to the benefit of the
Company and its successors, and shall be binding upon the Employee, his
heirs and legal representatives.
9. No Assignment by the Employee.
This Agreement is personal to the Employee, and the Employee may not
assign or delegate any of his rights or obligations hereunder without
first obtaining the express written consent of the Company.
10. Waiver or Rights.
If in one or more instances either party fails to insist that the other
party perform any of the terms of this Agreement, such failure shall not
be construed as a waiver by such party of any past, present, or future
right granted under this Agreement; the obligations of both parties under
this Agreement shall continue in full force and effect.
11. Presumptions.
This Agreement shall be interpreted without regard to any presumption or
rule requiring construction against the party who caused this Agreement to
be drafted.
12. Governing Law.
This Agreement and all questions relating to its validity, interpretation,
performance, and enforcement shall be governed by and construed in
accordance with the law of New Jersey.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound, have
executed this Agreement as of the date first above written.
For Securicor TeleSciences Inc.
/s/ ▇▇▇ ▇▇▇▇▇▇▇ Sept. 7, 1994 /s/ ▇. ▇▇▇▇▇▇ Sept. 7, 1994
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