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Exhibit 10(x)
EMPLOYMENT AGREEMENT
AGREEMENT, made as of the 23rd day of August, 1999, by and between
SENSORMATIC ELECTRONICS CORPORATION, a Delaware corporation having its principal
place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
referred to as the "Corporation"), and PER-▇▇▇▇ ▇▇▇▇, residing at ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, #▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the
"Employee");
W I T N E S S E T H:
WHEREAS, the Corporation desires to employ the Employee as its
President and Chief Executive Officer, and the Employee is willing to accept
such employment, all subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. EMPLOYMENT AND TERM. Subject to the terms and conditions hereof, the
Corporation hereby employs the Employee, and the Employee hereby accepts
employment by the Corporation, for an initial term of four years commencing on
August 23, 1999 and continuing thereafter, subject to termination by either
party, with or without cause, by giving written notice to the other party in
accordance with and subject to Section 4 or Section 5 hereunder (the "Term of
Employment").
2. DUTIES. The Employee shall serve the Corporation as a member of its
Board of Directors and shall hold the offices of President and Chief Executive
Officer or shall serve in such other executive capacity as may be reasonably
determined by the Board of Directors and is reasonably acceptable to him. The
Employee shall perform such executive, administrative and other services and
duties as are incidental to the offices he holds and as may, from time to time,
be assigned to him by the Board of Directors of the Corporation or a committee
thereof. The Employee further agrees to serve as an officer and/or director of
any parent, subsidiary or affiliate of the Corporation, upon request by the
Board of Directors of the Corporation or a committee thereof. During the term of
this Agreement, the Employee shall devote substantially all of his business
time, attention and energies to the business of the Corporation. Neither the
Employee's participation in other businesses, as a director or otherwise, with
the approval of the Corporation's Board of Directors (which approval shall be
deemed to include the Board of Directors not objecting to such participation
following disclosure thereof to the Board of Directors by Employee, and which
approval may not subsequently be withdrawn without cause) nor the Employee's
engaging in charitable activities and community affairs or managing his personal
investments and affairs shall be deemed to contravene the foregoing provision.
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3. COMPENSATION.
(a) As base compensation for the services to be rendered by the
Employee hereunder, the Corporation shall pay to the Employee a salary at the
rate of $495,000 per annum, to be paid in equal biweekly installments, during
the Term of Employment. The base salary shall be reviewed no less frequently
than annually for increase in the discretion of the Board of Directors of the
Corporation or a committee thereof.
(b) The Corporation shall pay the Employee bonus compensation, based
upon certain performance criteria, as shall be established by the Board of
Directors and agreed to by the Employee for each fiscal year during the Term of
Employment. Targeted bonus compensation will be set at approximately 65% of
annual base salary per fiscal year. For the 12 months following the commencement
of the Employee's employment, Employee's bonus compensation shall be a
guaranteed minimum of $325,000 prorated between the fiscal year ending June 30,
2000 and the fiscal year ending June 30, 2001, based on the respective portions
of such fiscal years that he is employed (subject to Employee's continued
employment through such period in accordance with the terms of this Agreement).
Bonus compensation shall be payable within ninety (90) days following the end of
the Corporation's fiscal year during the Term of Employment.
(c) During the Term of Employment, the Employee shall be entitled to
reimbursement for all normal and reasonable travel, entertainment and other
expenses necessarily incurred by him in the performance of his obligations
hereunder.
(d) Until the time of his retirement, and thereafter in accordance with
their respective terms, the Employee shall be entitled to participate in or
benefit from such medical insurance, pension, retirement, life insurance, bonus,
profit-sharing, stock option, stock purchase, stock purchase loan, and other
fringe benefit plans or policies as the Corporation may make available to or
have in effect for its executive personnel from time to time. The Employee shall
also be entitled to vacations, sick leave and other fringe benefits in
accordance with the policies of the Corporation from time to time in effect for
executive personnel.
During the Term of Employment the Corporation shall provide and
maintain for the Employee's use an automobile of his reasonable choice. The
Corporation shall also provide for the payment of such country club/golf club
fees and airline club room fees as are necessary or advisable for the Employee's
professional activities, including the entertainment of business
associates/clients.
(e) Except as hereinafter provided, the Corporation shall pay the
Employee, for any period during the Term of Employment during which he is unable
fully to perform his duties because of physical or mental disability or
incapacity, an amount equal to the compensation due him for such period in
accordance with this Agreement less the aggregate amount of all income
disability benefits which for such period he may receive or to which he may be
entitled under or by reason of (i) any group health insurance plan; (ii) any
applicable compulsory state disability law; (iii) the Federal Social Security
Act and/or any other governmental plan or program; (iv) any applicable workmen's
compensation law or similar law; and (v) any plan towards which the Corporation
or any parent, subsidiary or affiliate of the Corporation has contributed or for
which it has made payroll deductions, such as group accident or health policies,
but not including the SERP (as hereinafter defined) (collectively, ADisability
Benefits@).
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(f) During the Employee's employment hereunder, and thereafter upon
retirement in accordance with such Plan, the Employee shall be entitled to
participate in the Corporation's Supplemental Executive Retirement Plan for
officers (the "SERP"). Under the SERP, the Employee's target retirement benefit,
assuming retirement at age 62, would be 50% of the average of the Employee's
last three years' cash compensation (base salary plus annual incentive bonus).
The Employee's benefits under the SERP shall vest 50% after three years, 75%
after four years and 100% after five years of service. Benefits under the SERP
are earned ratably over the years of employment remaining until the Employee
reaches age 62, and are payable for a 15-year period.
(g) Upon the commencement of the Employee's employment, the Corporation
shall grant him a 10-year option to purchase 375,000 shares of common stock of
the Corporation under the Corporation's 1999 Stock Incentive Plan at an exercise
price equal to the fair market value on the date of the commencement of his
employment. Such option shall vest and become exercisable as to 33% of the
shares on each of the first, second and third anniversaries of such date. The
Employee shall also be entitled to participate in future stock option grants
made by the Corporation under its regular option program for executives, as
determined by the Board of Directors or a committee thereof or under the
relevant plans.
(h) The Employee shall be entitled to participate in the Corporation's
Success Sharing Program, Long-Term Incentive Plan, with a target benefit and
other terms and conditions to be determined by the Board of Directors or a
committee thereof.
(i) The Employee shall be entitled to the benefits of the Corporation's
full international relocation package.
(j) To facilitate the Employee's purchase of a home in the Boca Raton,
Florida area, the Corporation shall lend $1,000,000 to the Employee, interest
free, upon his request in connection with such purchase. Conditioned on the
continuation of the Employee's employment with the Corporation, such loan shall
be forgiven at the rate of 25% per year, effective on each of the first four
anniversaries of the commencement of the Employee's employment.
4. COMPENSATION UPON TERMINATION.
(a) The Employee may terminate the Term of Employment at any time by
giving at least three (3) month's prior written notice to the Corporation. If
the Employee provides less than three (3) months' notice, he shall not be
entitled to any bonus compensation for the fiscal year in which termination
occurs. In the event that the Term of Employment is terminated pursuant to this
Section 4(a), the Employee shall be entitled only to any base salary and any
other amounts earned or accrued by or otherwise owing to the Employee but not
yet paid as of the date of termination, a pro rata for the portion of the
current fiscal through the date of termination (subject to the preceding
sentence), and any other benefits to which the Employee or his beneficiaries may
be entitled under the applicable benefit plans and policies of the Corporation.
(b) The Corporation may terminate the Term of Employment at any time by
giving at least 30 days' prior written notice to the Employee, if without cause,
or effective immediately on notice,
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if with cause (after compliance with the provisions of Section 5). In the event
of such termination by the Corporation (except pursuant to Section 5 hereunder),
and subject to the Employee's continued compliance with Sections 6, 7 and 8, the
Employee shall be entitled to:
(i) base salary through the date of termination of his
employment;
(ii) base salary, at the annualized rate in effect on the date
of termination of employment (or in the event a reduction in base
salary is the basis for a termination pursuant to Section 4(c) below,
then the base salary in effect immediately prior to such reduction),
for the balance of the initial four-year term of this Agreement, or for
a period of 24 months following such termination, whichever period is
longer (the "Continuation Period"), payable at the same regular
intervals as in effect prior to the termination;
(iii) an annual bonus for the fiscal year in which termination
occurs and each subsequent full fiscal year during the Continuation
Period, in an amount equal to the targeted bonus for the year in which
termination occurs, payable annually at the applicable time under
Section 3(b);
(iv) a prorated such bonus for any portion of the Continuation
Period following the end of the last fiscal year referred to in clause
(iii) above, payable within sixty (60) days after the end of the
Continuation Period;
(v) forgiveness of any unpaid principal amount under the loan
referred to in Section 3(j), effective on the date of termination;
(vi) any other amounts earned, accrued or owing to the
Employee but not yet paid as of the date of termination; and
(vii) continued participation in all medical, dental,
hospitalization and life insurance coverage plans or programs in which
he was participating on the date of the termination of his employment
until the end of the Continuation Period; provided that the
Corporation's obligations under this clause shall be reduced to the
extent that the Employee is eligible for similar coverage and benefits
under the plans and programs of a subsequent employer or has similar
coverage under a governmental plan.
(c) In the event that any of the following events occur, the Employee
may terminate the Term of Employment by giving 30 days' prior written notice to
the Corporation, and if the event giving rise to such right has not been cured
within such 30-day period, the Employee shall thereupon be entitled to the
payments, entitlements and benefits provided in Section 4(b) above as if the
Corporation had terminated the Term of Employment pursuant to Section 4(b)
above:
(i) a reduction in the Employee's then current base salary or
targeted bonus or the termination or material reduction of any employee
benefit or perquisite to which he is then entitled (other than as part
of an across-the-board reduction of such benefit or perquisite
applicable to executive officers of the Corporation generally);
(ii) the failure to continue the Employee as Chief Executive
Officer and a director of the Corporation or removal of him from either
such position;
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(iii) a material diminution in the Employee's duties or the
assignment to the Employee of duties which are materially inconsistent
with his duties or which materially impair the Employee's ability to
function as the Chief Executive Officer of the Corporation; or
(iv) the failure of the Corporation to obtain the assumption
in writing of its obligation to perform this Agreement by any successor
to all or substantially all of the assets of the Corporation within 15
days after a merger, consolidation, sale or similar transaction.
(d) In the event that the aggregate of all payments or benefits made or
provided to the Employee following a change in control of the Corporation under
this Agreement and under all other plans and programs of the Corporation (the
"Aggregate Payment") is determined to include an excess parachute payment, as
such term is defined in Section 280G(b)(1) of the Internal Revenue Code, the
Corporation shall pay to the Employee, prior to the time any excise tax imposed
by Section 4999 of the Internal Revenue Code ("Excise Tax") is payable with
respect to such excess parachute payment, an additional amount which, after the
imposition of all income and excise taxes thereon, is equal to the Excise Tax on
the excess parachute payment. The determination of whether the Aggregate Payment
includes an excess parachute payment and, if so, the amount to be paid to the
Employee and the time of payment pursuant to this Section 4(d) shall be made by
an independent auditor (the "Auditor") jointly selected by the Corporation and
the Employee and paid by the Corporation. The Auditor shall be a nationally
recognized United States public accounting firm which has not, during the two
years preceding the date of its selection, acted in any way on behalf of the
Corporation or any affiliate thereof. If the Employee and the Corporation cannot
agree on the firm to serve as the Auditor, then the Employee and the Corporation
shall each select one accounting firm and those two firms shall jointly select
the accounting firm to serve as the Auditor.
(e) In the event of any termination of employment under this Section 4,
the Employee shall be under no obligation to seek other employment and there
shall be no offset against amounts due the Employee under this Agreement on
account of any remuneration attributable to any subsequent employment that he
may obtain except as specifically provided in this Section 4.
5. TERMINATION FOR CERTAIN CAUSES. (a) Notwithstanding anything to the
contrary set forth elsewhere herein, in the event of the willful misconduct of
the Employee in the performance of his duties hereunder resulting in material
economic harm to the Corporation or the conviction of the Employee for a felony
under federal or state law relating to the assets, business or affairs of the
Corporation or involving moral turpitude, the Term of Employment may be
terminated by the Corporation by written notice to the Employee, provided that
the Employee shall be given prior written notice by the Board of Directors of
the intention to terminate him for cause and the specific grounds for such
termination. The Employee shall be entitled to a hearing before the Board before
such termination becomes effective. In the event that the Term of Employment is
terminated pursuant to this Section 5(a), the Employee shall be entitled only to
any base salary and any other amounts earned or accrued by or owing to the
Employee but not yet paid as of the date of termination.
(b) In the event that the Employee, due to physical or mental
disability or incapacity, is unable to substantially perform his duties
hereunder for a period of six or more successive months, or for six months in
any 12-month period, the Corporation or the Employee shall have the right to
terminate the Term of Employment hereunder upon 30 days' prior written notice.
In the event that the Employee is able to and recommences rendering services and
performing his duties hereunder within such 30-day notice period, the Employee
shall be reinstated and such notice shall be without further force or effect. If
the Employee dies during the term of this Agreement, the Term of Employment
shall
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terminate immediately upon his death. In the event that the Term of Employment
is terminated pursuant to this Section 5(b), the Employee shall be entitled to
receive the payments and benefits contemplated by Section 4(b) as if the Term of
Employment were terminated by the Corporation other than for cause, PROVIDED,
that any amounts payable thereunder shall be reduced by the aggregate amount of
any Disability Benefits which the Employee may receive or to which he may be
entitled, in the case of termination for disability, and by any death benefits
payable to his beneficiaries pursuant to any plan (other than the SERP or other
option or savings plans) to which the Corporation has contributed or for which
it has made payroll deductions, such as group accident, health or life insurance
policies, in the case of termination upon death.
6. DISCLOSURE AND ASSIGNMENT OF DISCOVERIES. The Employee shall
(without any additional compensation) promptly disclose in writing to the Board
of Directors of the Corporation all ideas, formulae, programs, systems, devices,
processes, business concepts, discoveries and inventions (hereinafter referred
to collectively as "discoveries") whether or not patentable, which the Employee,
while employed by the Corporation, conceives, makes, develops, acquires or
reduces to practice, whether alone or with others and whether during or after
usual working hours, and which are related to the Corporation's business or
interests, or are used or usable by the Corporation; and the Employee hereby
transfers and assigns to the Corporation all right, title and interest in and to
said discoveries, including any and all domestic and foreign patent rights
therein and any renewals thereof. On request of the Corporation, the Employee
shall (without any additional compensation), from time to time during or after
the expiration or termination of his employment, execute such further
instruments (including, without limitation, applications for letters patent and
assignments thereof) and do all such other acts and things as may be deemed
necessary or desirable by the Corporation to protect and/or enforce its rights
in respect of said discoveries. All expenses of filing or prosecuting any patent
applications shall be borne by the Corporation, but the Employee shall cooperate
in filing and/or prosecuting any such applications.
7. CONFIDENTIALITY. The Employee agrees that all patent rights,
inventions, technical information and know-how and trade secrets relating to the
Corporation's electronic security systems and any other products marketed by the
Corporation, any information relating thereto, and any other information
relating to the business or interests of the Corporation which he knows or
should know, is regarded as confidential and valuable by the Corporation
(whether or not any of the foregoing information is actually novel or unique or
is actually known to others), made available to the Employee by the Corporation
or acquired by the Employee from the Corporation, other than that which legally
and legitimately is or becomes of general public knowledge or passes into the
public domain from authorized sources other than the Employee, will be held in
confidence and will not be divulged (or caused or permitted to be divulged) by
the Employee, without the prior written consent of the Corporation, to any
person or entity, except to responsible officers and employees of the
Corporation and other responsible persons who are in a contractual or fiduciary
relationship with the Corporation or who have a need for such information for
purposes in the interest of the Corporation or otherwise in the course of
carrying out his duties hereunder and except when required to disclose such
information by a court of law, by any governmental agency having supervisory
authority over the business of the Company or by any administrative or
legislative body (including a committee thereof) with the apparent jurisdiction
to order him to divulge, disclose or make accessible such information. The
Employee further agrees that his obligations of secrecy and confidentiality
under this Section 7 shall survive any termination of this Agreement unless
specifically waived in writing by the Corporation and, in the event of any such
termination, the Employee shall never use or market, nor disclose to others nor
assist others in using or marketing, any of the information or property rights
of the Corporation referred to in this Section 7, other than that which legally
and legitimately is or becomes of general public knowledge or
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passes into the public domain from authorized sources other than the Employee.
8. NON-COMPETITION. The Employee shall not, directly or indirectly,
(a) engage in the business of manufacturing, leasing, selling,
maintaining, or servicing, anywhere in the world, anti-shoplifting, theft
detection, inventory/asset control, closed circuit television, access control,
or article surveillance devices which are similar to or purport to accomplish
results similar to the Corporation's electronic article surveillance, closed
circuit television and access control systems and other products marketed by the
Corporation;
(b) otherwise engage in competition with the Corporation;
(c) solicit or attempt to solicit business of any customers of the
Corporation for products or services the same or similar to those offered, sold,
produced or under development by the Corporation during the Term of Employment;
(d) solicit or attempt to solicit for any business endeavor any
employee of the Corporation; or
(e) render any services as an officer, director, employee, partner,
consultant or otherwise to, or have any interest as a stockholder, partner,
lender or otherwise in, any person which is engaged in any activities described
under clauses (a) through (d) above;
during the Term of Employment and for a period of two (2) years from and after
the date of termination of the Term of Employment (or, if longer, during the
term of the Continuation Period), or for such lesser area or lesser period as
may be determined by a court of law or equity to be a reasonable limitation on
the competitive activity of the Employee, it being understood and agreed by the
parties hereto that this provision is reasonably necessary to protect the patent
rights, inventions, technical information and know-how, trademarks and the good
will and reputation of the Corporation. For the purpose of Section 7 and this
Section 8, the term "Corporation" shall include any and all affiliates of the
Corporation in existence from time to time. Notwithstanding anything to the
contrary contained in this Section 8, the provisions hereof shall not prevent
the Employee from purchasing or owning up to two (2%) percent of the voting
securities of any corporation, the stock of which is publicly traded.
9. INJUNCTIVE RELIEF. In the event of a breach or threatened breach by
the Employee of any of the provisions of Sections 6, 7 and 8, the Corporation
shall be entitled, if it shall so elect, to institute legal proceedings to
obtain damages or to enforce the specific performance of such provisions by the
Employee and to enjoin the Employee from any further violation of such
provisions and to exercise such remedies cumulatively or in conjunction with all
other rights and remedies provided by law. The Employee acknowledges, however,
that the remedies at law for any breach or threatened breach by him of such
provisions may be inadequate and that the Corporation shall be entitled to
injunctive relief against him in the event of any breach or threatened breach.
10. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements
and understandings between the parties pertaining to the subject matter hereof
and may not be changed or terminated orally, and no change, termination or
attempted waiver of any of the provisions hereof shall be binding unless in
writing and signed by the party against whom the same is sought to be enforced;
provided, however, that the Employee's compensation and/or benefits may be
increased at any
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time by the Corporation without in any way affecting any of the other terms and
conditions of this Agreement, which in all other respects shall remain in full
force and effect.
11. SUCCESSORS AND ASSIGNS. Neither party shall have the right to
assign this personal Agreement, or any rights or obligations hereunder, without
the consent of the other party, provided, however, that upon the sale of all or
substantially all of the assets, business and goodwill of the Corporation to
another corporation, or upon the merger or consolidation of the Corporation with
another corporation, this Agreement shall inure to the benefit of, and be
binding upon, both the Employee and the corporation purchasing such assets,
business and goodwill, or surviving such merger or consolidation, as the case
may be, in the same manner and to the same extent as though such other
corporation were the Corporation. In the event of a sale, merger or
consolidation described in the preceding sentence, the Corporation shall take
whatever action it legally can in order to cause such other corporation to
expressly assume the liabilities, obligations and duties of the Corporation
hereunder. Subject to the foregoing, this Agreement shall inure to the benefit
of, and bind, the parties hereto and their legal representatives, heirs,
successors and assigns.
12. GOVERNING LAW. This Agreement is made and executed and shall be
governed by the laws of the State of Florida, without giving effect to choice of
law principles.
13. INDEMNIFICATION.
(a) The Corporation agrees that if the Employee is made a party, or is
threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that he is or was a director, officer, or employee of the Corporation or is
or was serving at the request of the Corporation as a director, officer, member,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether or not the basis of such Proceeding is the Employee's alleged action in
an official capacity while serving as a director, officer, member, employee or
agent, the Employee shall be indemnified and held harmless by the Corporation to
the fullest extent legally permitted or authorized by the Corporation's
certificate of incorporation or bylaws or resolutions of the Company's Board of
Directors or, if greater, by the laws of the State of Delaware against all cost,
expense, liability and loss (including, without limitation, attorney's fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by the Employee in connection
therewith, and such indemnification shall continue as to the Employee even if he
has ceased to be a director, officer, member, employee or agent of the
Corporation or other entity and shall inure to the benefit of the Employee's
heirs, executors and administrators. The Corporation shall advance to the
Employee all reasonable costs and expenses incurred by him in connection with a
Proceeding within 20 days after receipt by the Corporation of a written request
for such advance. Such request shall include an undertaking by the Employee to
repay the amount of such advance if it shall ultimately be determined that he is
not entitled to be indemnified against such costs and expenses.
(b) Neither the failure of the Corporation (including its board of
directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of any Proceeding concerning payment of
amounts claimed by the Employee under Section 13(a) above that indemnification
of the Employee is proper because he has met the applicable standard of conduct,
nor a determination by the Corporation (including its board of directors,
independent legal counsel or stockholders) that the Employee has not met such
applicable standard of conduct, shall create a presumption that the Employee has
not met the applicable standard of conduct.
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(c) The Corporation agrees to continue and maintain a directors and
officers' liability insurance policy covering the Employee to the extent the
Corporation provides such coverage for its other executive officers.
14. REPRESENTATION. The Corporation represents and warrants that it is
fully authorized and empowered by action of the Board of Directors to enter into
this Agreement and that the performance if its obligations under this Agreement
will not violate any agreement between it and any other person, firm or
organization.
15. SEVERABILITY. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.
16. SURVIVORSHIP. The respective rights and obligations of the parties
hereunder shall survive any termination of the Employee's employment to the
extent necessary to the intended preservation of such rights and obligations.
17. BENEFICIARIES/REFERENCES. The Employee shall be entitled, to the
extent permitted under the applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
the Employee's death by giving the Company written notice thereof. In the event
of the Employee's death or a judicial determination of his incompetence,
reference in this Agreement to the Employee shall be deemed, where appropriate,
to refer to his beneficiary, estate or other legal representative.
18. RESOLUTION OF DISPUTES. Except for disputes which are subject to
the provisions of Section 9, any disputes arising under or in connection with
this Agreement shall, at the election of the Executive or the Company, be
resolved by binding arbitration, to be held in Ft. Lauderdale, Florida in
accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Costs of the arbitration or
litigation, including, without limitation, reasonable attorneys' fees of both
parties, shall be borne by the Corporation.
19. NOTICES. Any notice given to a party shall be in writing and shall
be deemed to have been given when delivered personally or sent by certified or
registered mail, postage prepaid, return receipt requested, duly addressed to
the party concerned at the address indicated at the beginning of this Agreement
or to such changed address as such party may subsequently give such notice of.
20. HEADINGS. The headings of the sections contained in this Agreement
are for convenience only and shall not be deemed to control or affect the
meaning or construction of any provision of this Agreement.
21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
SENSORMATIC ELECTRONICS CORPORATION Employee:
By:
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Name: PER-▇▇▇▇ ▇▇▇▇
Title:
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