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EXHIBIT 10.22
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of this 5th day of December, 1997,
between EXOTIC MATERIALS, INC., a California corporation (the "Company"), and
Xxxx Xxxxxxx ("Employee");
W I T N E S S E T H :
1. Employment.
The Company employs Employee, and Employee accepts such employment,
upon the terms hereinafter set forth. This agreement supersedes all prior
arrangements between the Company and Employee.
2. Term.
Subject to the provisions for termination as hereinafter provided,
the term of this agreement shall run until the end of the month in which
Employee reaches age 65.
3. Compensation.
For the services to be rendered by Employee under this agreement, and
for the disclosure, assignment and transfer by Employee to the Company of all
proprietary rights of Employee in ideas, designs, techniques, processes,
trademarks, inventions and improvements, as provided in Paragraph 5, the
Company shall pay Employee a salary of $199,200 per year, payable bi-weekly,
less income tax withholdings and other normal employee deductions in accordance
with existing Company policy regarding salaries and benefits. The Board of
Directors of the Company shall review Employee's salary on an annual basis on
the occasion of the annual organizational meeting, and shall increase such
salary from the amount determined to be paid during the prior annual period in
an amount to be determined in the sole discretion of the Board of Directors.
During the period of his employment, Employee will be reimbursed for
reasonable vouchered traveling, subsistence, and other expenses in accordance
with existing policy of the Company.
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4. Duties.
Employee shall be employed as a Senior Executive of the Company. For
the purposes of this agreement, "Senior Executive" is defined as an employee who
is, has been, or is eligible to be a member of the Board of Directors.
Employee shall devote his full productive time, energy, and ability
to the Company's business, including that of its affiliates. Without the prior
express authorization of the Board of Directors of the Company, Employee shall
not, directly or indirectly, during the term of this agreement:
(a) Render services of a business, professional, or commercial nature
to any other person or firm, whether for compensation or otherwise; or
(b) Engage in any activity competitive with or adverse to the
Company's business or welfare, whether alone, as a partner, or as an
officer, director, employee, or holder of more than 10% of the capital
stock of any class of any other corporation.
Notwithstanding the above, the parties acknowledge that Employee may
serve on the Board of Directors of Xxxxx Aerospace Inc., and may undertake any
other activity as may be approved by the Company's Board of Directors from time
to time.
5. Ownership of Intangibles.
Employee grants and assigns to the Company and its successor or
nominee all of his right, title and interest in and to any ideas, designs,
techniques, processes, trademarks, inventions, and improvements, together with
all patents that are pending or that have been issued in the United States and
in all foreign countries ("Proprietary Rights"), of whatsoever nature, whether
or not within the scope of the Company's business and whether conceived by
Employee alone or with others, which Employee at any time heretofore has
invented, developed, or improved or caused to be invented, developed, or
improved during
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the course of his employment with the Company. All such Proprietary Rights
shall be the sole and exclusive property of the Company and shall remain as
such, notwithstanding the subsequent termination of this agreement as
hereinafter provided.
From and after the date hereof, Employee will promptly disclose and
assign to the Company all right, title, and interest of Employee in and to any
and all ideas, designs, techniques, processes, trademarks, inventions, and
improvements, together with all patents that may be issued thereon in the
United States and in all foreign countries, if within the scope of the
Company's business or relating to any experimental work carried on by the
Company or to any problems specifically assigned to Employee, conceived by him
alone or with others during the term of this agreement, and whether or not
conceived during regular working hours. Employee further agrees to promptly
disclose and assign to the Company all right, title, and interest of Employee
in and to any such ideas, designs, techniques, processes, trademarks,
inventions, and improvements, together with all patents that may be issued
thereon in the United States and in all foreign countries, which Employee may
invent, develop or improve, or cause to be invented, developed, or improved,
within a period of six (6) months after the termination of Employee's
employment with the Company. All such ideas, designs, techniques, processes,
trademarks, inventions, and improvements shall be the sole and exclusive
property of the Company.
In the event any such aforementioned idea, design, technique,
process, invention, or improvement shall be deemed by the Company to be
patentable, Employee shall, at the expense of the Company, assist the Company
to obtain a patent or patents thereon and execute all documents and do all of
the things necessary or proper to obtain patents or letters patent and to vest
the Company with full title thereto.
The word "invent" as herein used includes "make," "discover,"
"manufacture," or "produce," or any of them, and "invention" includes the
phrase "any new or useful original art, machine, methods of manufacture,
process, composition of matter, design, or configuration of any kind".
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6. Unfair Competition.
In the course of his employment, Employee will have access to
confidential records, data, formulae, specifications, customer lists, and
secret information owned by the Company and used in the course of its
business. During his employment by the Company and thereafter, Employee will
not directly or indirectly disclose or use any such information, except for the
benefit of the Company and in the course of and within the scope of his
employment by the Company. All records, files, drawings, documents, equipment,
and the like relating to the Company's business, which Employee shall prepare
or use or will come into contact with, shall remain the Company's sole property
and shall not be removed from the Company's premises without its written
consent.
7. Termination.
The Company shall have the right to terminate this agreement for good
cause upon written notice given to Employee, and thereafter the Company shall
have no further liability or obligation to Employee hereunder.
8. Merger or Reorganization.
This agreement shall not be terminated by the voluntary or involuntary
dissolution of the Company or by any merger or consolidation where the Company
is not the surviving or resulting corporation, or upon any transfer of all or
substantially all the assets of the Company. In the event of any such merger or
consolidation or transfer of assets, the provisions of this agreement shall be
binding on and shall inure to the benefit of the surviving or resulting
corporation or the corporation to which such assets shall be transferred.
9. Non-Assignability.
The obligations of Employee hereunder are personal and may not be
assigned or transferred in any manner whatsoever, nor are such obligations
subject to involuntary alienation, assignment, or transfer.
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10. Amendment.
This instrument contains the entire agreement of the parties. It may
not be changed orally but only by a written document signed by Employee if it
is against Employee whom enforcement of any waiver, change, modification,
extension, or discharge is sought and signed by an officer of the Company
pursuant to a resolution of the Board of Directors of the Company if it is the
Company against whom enforcement of any waiver, change, modification,
extension, or discharge is sought.
11. Governing Law.
This agreement is executed in, and shall be governed by the laws of,
the State of California.
IN WITNESS WHEREOF, the parties have executed this agreement on the date
hereinabove set forth.
EXOTIC MATERIALS, INC.
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Treasurer & Chief Financial Officer
EMPLOYEE
/s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
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