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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Agreement is entered into on September 9 1996, by and
between Rheometric Scientific, Inc., a New Jersey corporation
("Company") and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, a Pennsylvania resident
("Executive").
Background
A. Executive is currently the Vice President, Finance &
Administration, of the Company.
B. Each of the Company and Executive acknowledge that it
is to their mutual and respective benefit to enter into this
Employment Agreement ("Agreement").
Now, therefore, in consideration of the foregoing and of the
respective covenants and agreements of the parties herein
contained, the Company and Executive hereby agree as follows:
1. Employment and Term..
(a) The Company hereby agrees to continue to employ
Executive and the Executive hereby agrees to continue to serve
the Company, subject to and upon the terms and conditions set
forth below.
(b) Subject to the provisions of Section 6 hereof, the
period of the Executive's employment by the Company under this
Agreement (the "Employment Term") will commence on the date of
this Agreement and will continue through June 30, 1997. The
Employment Term will continue thereafter on a year-to-year basis,
unless the Company provides Executive notice (at least 3 months
prior to June 30, 1997 or the first anniversary of the
continuation then in effect) that the Company has elected not to
continue the Employment Term for the next year. The last day of
the Employment Term, without regard to any early termination
pursuant to Section 6, is herein referred to as the "Expiration
Date."
2. Executive Position and Duties and Responsibilities.
During the Employment Term, the Executive will continue to
serve as the Vice President, Finance & Administration, of the
Company, with such management and executive duties and
responsibilities as may be assigned to him from time to time by
the Company's Board of Directors and the Company's Chief
Executive Officer, provided that such duties and responsibilities
are consistent with the current duties and responsibilities of
the Executive's positions.
3. Compensation and Reimbursement of Expenses.
During the Employment Term, Executive will receive the
following compensation and benefits from the Company:
(a) Base Salary. The Executive will receive an annual
base salary, payable no less frequently than bi-weekly, at the
annual rate of $ 110,249.88, subject to any increase the Board of
Directors may provide in its sole discretion (the "Base Salary").
(b) Bonus. Executive will be entitled to receive incentive
compensation based on the performance of the Executive and the
Company in accordance with and subject to the terms and
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conditions of the Management Incentive Bonus Program of the
Company.
(c) Reimbursement of Expenses. The Executive will be
reimbursed for all reasonable expenses incurred by him in
performing services hereunder upon presentation to the Company by
the Executive of documentation acceptable to the Company under
its standard policies.
(d) Benefits. The Executive will be entitled to participate
in or receive the benefits he currently receives (as listed on
Schedule A) and such other benefits as the Company may generally
grant to its executive officers.
(e) Vacation and Leave. The Executive will be entitled
to four (4) weeks annually of vacation during which his
compensation pursuant to this Section 3 will be paid in full,
provided that the Executive will give reasonable notice to the
Chief Executive Officer of the Company of desired vacation
periods and no more than two (2) weeks of vacation will be taken
within any thirty (30) day period. Vacation time not taken by
the Executive in any given year will not accrue to succeeding
years unless the standard policies of the Company provide
otherwise. Leaves of absence may be granted by the Board of
Directors in its sole discretion. The Company shall pay the
Executive for past unused vacation time accrued prior to December
31, 1995 at the time of a Change in Control or approval by
president and/or CEO (as defined in Section 12).
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4. Performance of Duties.
During the Employment Term the Executive will devote his
entire business time and attention to the performance of his
duties under this Agreement and will serve the Company diligently
and to the best of his abilities and will not engage in any other
business activity without the prior written approval of the Board
of Directors, provided that the Executive may, with the prior
approval of the Board of Directors, serve on boards of directors
of other corporations or institutions, if such service, in the
opinion of the Board of Directors, presents no conflict with the
Company.
5. Restrictive Covenants.
(a) Acknowledgments. The Executive acknowledges that:
(i) His position with the Company requires the
performance of services that are special, unique and intellectual
in character and he is and will be in a position of confidence
and trust with the employees and customers of the Company and its
subsidiaries and their joint venture partners, through which he
has obtained or will obtain, among other things, knowledge of
such organizations and their customers, in which those
organizations have a proprietary interest, and
(ii) The restrictive covenants set forth in this
Agreement are necessary in order to protect such proprietary
information and other legitimate business interests of the
Company and its subsidiaries and their joint venture partners and
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that the Company would not have entered into this Agreement
unless those restrictive covenants were included, and
(iii) The business and sales efforts of the Company are
conducted on a worldwide basis and that he has personally
supervised or engaged in such business and will continue to do so
pursuant and subject to the terms of this Agreement, and
(iv) The enforcement of the restrictive covenants set
forth in this Agreement will not prevent him from maintaining a
livelihood.
(b) Noncompetition and Nonsolicitation.
(i) Mandatory Restrictions during Employment. Subject
to the further provisions of this Section 5, for so long as the
Executive is employed pursuant to the terms of this Agreement and
without any requirement of further payment therefor, Executive
shall not take any of the actions set forth in Section 5(b)(iii)
hereof anywhere in the world without the prior express written
consent of the Company.
(ii) Mandatory Restrictions following term of
Employment. (A) Subject to the further provisions of this
Section 5, in the event of Voluntary Termination (as defined
hereinafter) by the Executive or in the event of Company
Termination for Cause (as defined hereinafter) and without any
requirement of further payment therefor, Executive shall not take
any of the actions set forth in Section 5(b)(iii)(A)or
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5(b)(iii)(B)(I)hereof anywhere in the world for one (1) year
following termination of employment hereunder and Executive shall
not take any of the actions set forth in Section 5(b)(iii)(B)(II)
or Section 5(b)(iii)(B)(III) hereof anywhere in the world for
two(2) years following termination of employment hereunder.
(B) Subject to the further provisions of this
Section 5, in the event of an Involuntary Termination by
Executive (as defined hereinafter); Company Termination Without
Cause (as defined hereinafter); or Termination Upon Disability
(as defined hereinafter), the Executive shall not, without the
prior written consent of the Company take any of the actions set
forth in Section 5(b)(iii)(A)or 5(b)(iii)(B)(I) within the
"Restricted Period" (as defined below)and shall not take any of
the actions set forth in Section 5(b)(iii)(B)(II) or Section
5(b)(iii)(B)(III)for a period of two (2) years following the
termination of employment hereunder anywhere in the world. For
purposes of this Agreement "Restricted Period" means the period
of time in which Executive is entitled to receive payments and
benefits under Section 7(a), 7(b) or 7(c), as the case may be,
notwithstanding any reduction or elimination of those payments
and benefits pursuant to the second sentence of Section 7(d).
(iii) Prohibited Actions. To the extent that this
Section 5(b)(iii) is expressly made applicable by other
provisions of this Agreement, the Executive shall not:
(A) directly or indirectly (whether for
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compensation or otherwise), alone or as an agent, principal,
partner, officer, employee, trustee, director, shareholder,
consultant or in any other capacity, own, manage, operate,
control, or participate in the ownership, management, operation
or control of any business which competes with the business of
the Company or its subsidiaries or their joint venture partners
as it may be conducted at the time of termination of employment
provided, however that nothing in this Section 5(b)(iii)(A) will
prohibit the Executive from acquiring or holding not greater than
one percent of any class of publicly traded securities of any
business; or
(B) directly or indirectly (I) approach or
solicit for business or otherwise deal with any customer of the
Company or its subsidiaries or their joint venture partners other
than on behalf of the Company, (II) approach or attempt to induce
any employee of the Company or its subsidiaries or their joint
venture partners to leave the employ of the Company or its
subsidiaries or their joint venture partners, (III) employ any
person who is an employee of the Company or its subsidiaries or
their joint venture partners on the date of, or within the six
months preceding, the termination of the employment of
Executive, or (IV) aid or counsel any other person to undertake
any action listed in (I),(II) or (III) above.
For the purposes of this Section 5, "customer" means any customer
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of the Company during the last two years of the Executive's
employment with the Company or any prospective customer to whom
the Company made a presentation (or similar offering of services)
during the last year of Executive's employment with the Company.
(c) Confidentiality. Executive shall comply with the
terms of a certain agreement containing (a) restrictions of
confidential information and (b) inventions and discoveries by
executive (among other provisions) (the "Confidentiality
Agreement") as attached hereto as Exhibit A.
(d) The parties hereby agree that the restrictions
contained in this Section 5 and the Confidentiality Agreement are
reasonable in scope and duration. However, in the event a court
of competent jurisdiction determines finally that the duration or
scope of any provision of this Section 5 and the Confidentiality
Agreement is unreasonable or unenforceable in part, then this
Section 5 and the Confidentiality Agreement will be deemed to be
amended so as to contain such provisions as the court will deem
reasonable and enforceable.
(e) Notwithstanding any provision to the contrary in
Section 5 (b), the restrictions contained in subsections (A) and
(B) of Section 5(b)(iii) will continue for any period in excess
of the applicable period following termination of employment in
which Executive continues to receive compensation under Section 7
of this Agreement.
6. Termination of Employment. Subject to the further
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provisions of this Agreement, the Company and Executive may
terminate the employment of Executive under this Agreement prior
to the Expiration Date as follows:
(a) Voluntary Termination by the Executive. The Executive
may terminate his employment under this Agreement at any time (a
"Voluntary Termination by Executive").
(b) Involuntary Termination by Executive. The Executive
may terminate his employment under this Agreement at any time for
good reason. "Good reason" means (i) the assignment to the
Executive of any duties inconsistent with his present duties and
responsibilities or any reduction or elimination of those duties
or responsibilities as Vice President, Finance & Administration,
(ii) the withdrawal by the Company of the title of Vice
President, Finance & Administration, from the Executive without
his consent; (iii) the Company's requirement that the Executive
maintain his principal office or conduct his principal
activities (other than business trips) from anywhere other than
the present principal executive offices of the Company in
Piscataway, New Jersey; (iv) the failure by the Company to obtain
the assumption and agreement to perform this Agreement on the
terms described in Section 12; or (v) the breach by the Company
of any material obligation of the Company under this Agreement,
provided that any breach of a payment obligation to the Executive
under this Agreement will constitute "good reason" only if the
breach is not cured within five days of notice by Executive.
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(c) Termination Without Cause. The Company may, at any
time, terminate the Executive's employment under this Agreement
without cause (a "Company Termination Without Cause").
(d) Termination for Cause. Notwithstanding anything to
the contrary contained in this Agreement, the Company may
terminate the Executive's employment under this Agreement at any
time for cause (a "Company Termination for Cause"). As used
herein, the term "for cause" means (1) the Executive's conviction
for a felony under the laws of the United States or any state or
political subdivision, (2) misappropriation by the Executive of
company funds or other misconduct materially injurious to the
Company, (3) breach of the Executive's fiduciary duty to the
Company involving personal profit or (4) material breach of this
Agreement by the Executive.
(e) Termination Upon Death or Disability of the Executive.
In the event that the Executive dies, his employment hereunder
will be deemed terminated without further action ("Termination
Upon Death"). In the event that the Executive is declared
incompetent by a court of appropriate jurisdiction, or is unable
to perform his duties hereunder for a continuous period exceeding
six (6) months by reason of illness or disability, then, upon at
least thirty (30) days' advance notice following the event giving
rise to the power to terminate hereunder, the Company may
terminate the Executive's employment under this Agreement
("Termination Upon Disability"). Executive agrees to
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take such reasonable actions (including providing full and
accurate information requested by insurers) as may be necessary
to allow the Company to obtain and maintain, for its own benefit,
life and disability insurance covering the Executive.
(f) Notice of Termination. Except for a Termination Upon
Death, any purported termination of employment under Sections
6(a) through 6(e) of this Agreement will be communicated by a
written notice of termination from the party exercising its right
to terminate ("Notifying Party") to the other party ("Responding
Party"). For the purposes of this Agreement, a "Notice of
Termination" will indicate the specific termination provision in
this Agreement relied upon and will set forth in reasonable
detail the facts and circumstances then known to the Notifying
Party which are claimed to provide a basis for termination under
the provision so indicated, provided, however, that no recitation
of facts and circumstances will be required in respect to a
Company Termination Without Cause or a Voluntary Termination by
Executive.
7. Payments and Benefits Following Termination Pursuant to
Section 6.
(a) Before a Change in Control. Following a Company
Termination Without Cause, an Involuntary Termination by
Executive, a Termination for Death or a Termination for
Disability, to the extent such a termination occurs before a
Change in Control (as defined in Section 12 hereof), the
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Executive (or his personal representative) will receive until the
Expiration Date:
(i) One hundred percent of the salary set forth in
Section 3(a) as the same may have been increased from time to
time, payment of which will be at the time provided for in this
Agreement as if the Executive's employment under this Agreement
had not terminated, minus, in the event of a Termination for
Disability, the amount of any disability benefits provided for
the Executive under any sickness, retirement or other benefit
plans provided by the Company,
(ii) Health (as to the Executive and his dependents who
are covered as of the termination), life and disability insurance
coverage substantially comparable to those furnished to the
Executive by the Company immediately prior to the termination of
employment hereunder,
(iii) the full amount of reimbursement of expenses
incurred through the date of termination of employment in
accordance with Section 3(d), and
(iv) the full amount which would have been due under
any bonus or profit-sharing plan, or similar arrangement, under
which the Executive was eligible prior to termination for the
full fiscal year (or other applicable period) during which the
termination occurred, subject to a prorated reduction in the
event of a Section 6(e) Termination for the period of time in
such fiscal year (or other applicable period) following the
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termination.
(b) Within Three Months Following a Change in Control.
Following a Company Termination Without Cause, a Voluntary
Termination by Executive, Involuntary Termination by Executive, a
Termination for Death or a Termination for Disability, to the
extent such a termination occurs on a Change in Control (as
defined in Section 12 hereof) or within the three months
following such Change in Control, the Executive (or his personal
representative) will receive the salary, payments and benefits
described in Section 7(a) above until the first annual
anniversary of the termination.
(c) Following the Three Month Anniversary of a Change in
Control. Following a Company Termination Without Cause, an
Involuntary Termination by Executive, a Termination for Death or
a Termination for Disability, to the extent such a termination
occurs on or after the three month anniversary of a Change in
Control (as defined in Section 12 hereof), the Executive (or his
personal representative) will receive the salary, payments and
benefits described in Section 7(a) above until the later of the
sixth month anniversary of the termination or the Expiration
Date.
(d) In the event of a Company Termination Without Cause, an
Involuntary Termination by Executive, or a Voluntary Termination
by Executive under Section 7(b), the above payments and benefits
will constitute the sole damages to which Executive will be
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entitled as a result of such termination. Executive will not be
required to mitigate his damages under this Agreement by seeking
employment or otherwise; provided, however, that in the event the
Executive does provide personal services to a third party in
exchange for compensation or benefits, or both, the payments and
benefits hereunder, to the extent they have not yet been paid or
received, will be appropriately reduced to reflect the
compensation and benefits that result to Executive from such
other employment. In addition, in the event Executive is paid
under Section 7(b) following a Voluntary Termination by Executive
or if an Involuntary Termination by Executive occurs for the
reason described in (iii) of Section 6(b), the Executive will
provide from time to time though the Expiration Date and at the
request of the Company, notwithstanding such termination, part-
time (i.e., no more than 10 hours per week) consultation and
advice on such executive and technical matters as are consistent
with the Executive's background at mutually convenient times and
places without interference with the Executive's ability to
perform employment elsewhere and he shall be reimbursed for
reasonable expenses in accordance with this Agreement.
(e) The Executive will have no right to receive
compensation or any other benefits for any period after a Company
Termination for Cause or a Voluntary Termination by Executive
(except as provided in Section 7(b) above), other than the
reimbursement or expenses pursuant to Section 3(c) incurred
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through the date of termination or as required by law.
8. Reserved.
9. Survival. This Agreement (except for Sections 1, 2, 3,
and 4) will remain in full force and effect notwithstanding any
termination of Executive's employment prior to the Expiration
Date. This Agreement (except for Sections 1, 2, 4 and 3 (other
than in respect to compensation and expense reimbursements earned
but not paid)) will remain in full force and effect
notwithstanding the termination of Executive's employment under
this Agreement on the Expiration Date. Nothing in this Agreement
will be construed (i) to provide the Executive any continued
right to employment with the Company or its affiliates following
the Employment Term or (ii) to provide the Company or its
affiliates any continued right to employ the Executive following
the Employment Term.
10. Withholding of Taxes. The Company may withhold from
any payments under this Agreement all applicable taxes, as will
be required pursuant to any law or governmental regulation or
ruling.
11. Prior Agreements. This Agreement constitutes the
entire agreement and understanding between the parties with
respect to the subject matter hereof. This Agreement supersedes
all other prior agreements and understandings with respect to
such subject matter between and among the Company and the
Executive.
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12. Consolidation or Merger, Change in Control. Nothing in
this Agreement will preclude the Company from consolidating or
merging into or with, or transferring all or substantially all of
the Company's assets to (any of the foregoing, a "Purchase
Transaction")any person or entity ("Purchaser"). In the event
such person or entity assumes all obligations of the Company
hereunder by written agreement reasonably acceptable to the
Executive, then upon the closing of the Purchase Transaction the
terms "Company" will refer to the Purchaser and this Agreement
will continue in full force and effect. For purposes of this
Agreement, "Change in Control" means:
(a) any event by which (i) an "Acquiring Person"(as defined
below)has become such, or (ii) "Continuing Directors (as defined
below) cease to comprise a majority of the members of the board
of directors of the Company (the "Board"). For purposes of this
definition an "Acquiring Person" means any person or group (as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder as in effect on the date of this Agreement (the
"Exchange Act")) who or which, together with all affiliates and
associates (as defined in Rule 12b-2 under the Exchange Act)
becomes the beneficial owner of shares of the Company having 50%
or more of the total number of votes that may be cast for the
election of directors of the Company; and "Continuing Director"
means any member of the Board, while such person is a member of
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the Board, who is not an Acquiring Person, or an affiliate or
associate of an Acquiring Person or a representative of an
Acquiring Person or of any such affiliate or associate and who
(i) was a member of the Board prior to the date of this
Agreement, or (ii) subsequently becomes a member of such Board
and whose nomination for election or election to the Board is
recommended or approved by resolution of a majority of the
Continuing Directors or who is included as a nominee in a proxy
statement of the Company distributed when a majority of the Board
consists of Continuing Directors, or
(b) The consolidation or merger of the Company with, or the
transfer of all or substantially all of the Company's assets to,
any person or entity not controlled by the Company or by an
affiliate or affiliates of the Company (as defined in Rule 12b-2
under the Exchange Act).
13. Arbitration; Availability of Equitable Relief.
(a) Except as provided in subsection (b) of this Section,
any dispute, controversy or claim arising under or in connection
with this Agreement will be settled by arbitration in the City of
Newark, State of New Jersey, conducted in accordance with the
rules of the American Arbitration Association, and judgment upon
the award rendered in such arbitration may be entered in any
court of competent jurisdiction. The hearing or any such claim,
controversy or dispute will be heard with 60 days of written
notice of the same, and such hearing will not exceed five
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business days. Each party will pay its own expenses.
(b) Executive acknowledges that the remedy at law for any
breach or threatened breach of Section 5 of this Agreement will
be inadequate, and that the Company will, in addition to all
other available remedies, be entitled to injunctive relief
restraining the Executive from such breach without being required
to post bond or other security and without having to prove the
inadequacy of the available remedies at law.
14. General Provision.
(a) Non-Assignability. In the event of the Executive's
death, this Agreement and the Executive's rights hereunder will
inure to the benefit of his personal representatives and heirs.
Except as set forth in the preceding sentence and in Section 12,
neither this Agreement nor any right or interest hereunder will
be assignable by the Company or the Executive.
(b) No Attachment. Except as otherwise required by law,
including the laws of descent and distribution, no right to
receive payments under this Agreement will be subject to
anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge or hypothecation or to execution,
attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any
such action will be null, void and of no effect.
15. Amendment. No amendment or modification of this
Agreement will be deemed effective unless executed in writing by
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the parties hereto, and approved by the Board of Directors of the
Company.
16. Severability. If for any reason any provision of this
Agreement will be held invalid, such invalidity will not affect
any other provision of this Agreement not held so invalid, and
all other such provisions will to the full extent consistent with
law continue in full force and effect. If any such provision
will be held invalid in part, such invalidity will in no way
affect the rest of such provision not held so invalid, and the
rest of such provision, together with all other provisions of
this Agreement, will likewise to the full extent consistent with
law continue in full force and effect.
17. Headings. The headings are included solely for
convenience of reference and will not control the meaning or
interpretation of any of the provisions of this Agreement.
18. Governing Law. This Agreement has been executed and
delivered in the State of New Jersey and its validity,
interpretation, performance and enforcement will be governed by
and construed in accordance with the laws thereof applicable to
contracts executed and to be wholly performed in the State of New
Jersey.
19. Consent to Jurisdiction. The Executive hereby
irrevocably consents to the exclusive jurisdiction of the courts
of the State of New Jersey and of any federal courts located
within the State of New Jersey for all purposes in connection
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with any action or proceeding which arises out of or relates to
this Agreement and agrees that service of summons, complaint or
process in connection therewith may be made as set forth in this
Agreement with respect to giving notices and that service so made
will be as effective as if personally made.
20. Notices. All notices, requests, demands and other
communications hereunder will be in writing and will be deemed to
have been duly given if delivered by hand or mailed, certified or
registered mail, return receipt requested, with postage prepaid,
to the following addresses or to such other address as any party
hereto may designated by like notice:
A. If to Executive, to:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
B. With a copy to:
_________________________________
_________________________________
_________________________________
C. If to the Company, to:
Rheometric Scientific, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
D. With copies to:
▇▇▇▇▇▇ ▇▇▇▇▇, Esquire
Crummy Del ▇▇▇ ▇▇▇▇▇ Griffinger
& ▇▇▇▇▇▇▇▇▇
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▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
and
R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Axess Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
and to such other or additional person or persons (but no more
than two persons) as either party will have designated to the
other party in writing by like notice.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officers, and the Executive
has signed this Agreement, all as of the day and year first above
written.
RHEOMETRIC SCIENTIFIC, INC.
By: /s/ R. E. ▇▇▇▇▇
_______________________
Title: CEO
EXECUTIVE
WITNESS:
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
___________________________ __________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Schedule A
Current Benefits
1. Medical and dental insurance as per the company's overall
plan.
2. Reimbursement of medical and dental expenses in excess of
the company plan for officers and their dependents in an amount
not to exceed $10,000,00 per year.
3. Company vacation policy with option to take pay in lieu of
vacation days, as limited by policy.
4. Provided company car or appropriate car allowance as per
present company policy.
5. Long term disability policy.
Life insurance as per company policy.
Accidental death and business travel coverage as per Company
provided plan.
Company provided plan
6. 401(k) as per the Company ERISA qualified plan.
7. Stock option plan or equivalent.
8. Membership in one health club.
9. Severance: Greater of contract amount or company policy
EXHIBIT A
CONFIDENTIALITY AGREEMENT
TO: Rheometric Scientific, Inc.
Piscataway, New Jersey
RE: Employee Confidential and Proprietary Information Agreement
In consideration of my employment with Rheometric
Scientific, Inc. ("Company") and of the salary or wages paid for
my services in the course of such employment, I agree as follows:
(A) to communicate to the Company promptly and fully and to
assign to the Company all inventions or significant technical or
business innovations developed or conceived solely by me or
jointly with others from the time of entering the Company's
employ until any termination of my employment, (1) which are
along the lines of the business, work or investigations of the
Company, of (2) which result from or are suggested by any work
which I may do for or on behalf of the Company;
(B) to execute all necessary papers and otherwise to assist the
Company during and subsequent to such employment in every proper
way (entirely at its expense) to obtain for its own benefit
patents, copyrights or other legal protection for such
inventions, or for publications pertaining to them, in any and
all countries, said inventions and innovations to be the
exclusive property of the Company, whether or not patented or
copyrighted;
(C) to make and maintain adequate and current written records of
all such inventions or innovations, in the form of notes,
sketches, drawings, or reports relating thereto, which records
shall be and remain the property of and available to the Company
at all times;
(D) upon any termination of my employment, promptly to deliver
to the Company, all drawings, blueprints, manuals, letters,
notes, notebooks, reports, models and other materials (including
all copies) which are of a secret or confidential nature relating
to the business of the Company, and which are in my possession or
under my control;
(E) except as the Company may otherwise consent in writing, not
to publish or otherwise disclose (except as my Company duties may
require) either during or subsequent to my employment, any
information, knowledge, or data of the Company or its customers
which I may reveive or develop during the course of my employment
relating to inventions, discoveries, formulas, processes,
machines, manufactures, compositions, computer programs,
accounting methods, information systems or business or financial
plans or reports, or relating to other matters which are of a
secret or confidential nature;
(F) to notify the Company in writing before I make any
disclosure or perform or cause to be performed any work for or on
behalf of the Company which appears to threaten conflict with (1)
rights I claim in any invention or idea (a) conceived by me or
others prior to my employment of (b) otherwise outside the scope
of this agreement, or (2) rights of others arising out of
obligations incurred by me (d) prior to this agreement or (b)
otherwise outside the scope of this agreement. In the event of
my failure to give notice under the circumstances specified in
(1) of the foregoing, the Company may assume that no such
conflicting invention or idea exists, and I agree that I will
make no claim against the Company with respect to the use of any
such invention or idea in any work or the product of any work
which I perform or cause to be performed for or on behalf of the
Company.
Discharge of my undertakings in this agreement shall be an
obligation of my executors, administrators, or other legal
representatives of assigns.
This agreement may not on behalf of or in respect to the
Company be changed or modified or released, discharged,
abandoned, or otherwise terminated, in while or in part, except
by an instrument in writing signed by an officer or other
authorized executive of the Company.
I represent that except as stated on the reverse side of
this agreement, I have no agreements with or obligations to
others in conflict with the foregoing.
Discharge of my undertakings to the Company in this
agreement shall apply with equal vigor to any present or future
subsidiaries or affiliates of the Company and to any successor(s)
interest to the business and/or assets of the Company by way of
acquisition, merger, consolidation or liquidation at any time in
the future and shall be enforceable by any of the foregoing
entities. I recognize that the remedies provided to Rheometrics,
Inc. (and to any other entities in whose favor this agreement
shall run) are inadequate at law and this undertaking on my part
shall be enforceable to the extent of all forms of equitable
relief permitted by the laws of the State of New Jersey or any
other jurisdiction in which this agreement may become
enforceable.
(Signed /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
_______________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
(Date) 9/9/96
___________________________
WITNESS:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
___________________________
/s/ R. E. ▇▇▇▇▇
__________________________
President, Rheometrics, Inc.