EMPLOYMENT AGREEMENT
THIS AGREEMENT, made this 22nd day of June, 1998, by and between C-COR
ELECTRONICS, INC., a Pennsylvania Business Corporation with its principal place
of business at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ("Corporation"),
-AND-
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual, of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Employee").
BACKGROUND
A. Corporation desires to employ Employee as its President and Chief
Executive Officer and Employee desires to be so employed by Corporation.
B. The parties mutually desire to set forth in this Employment Agreement
(the "Agreement") the terms and conditions under which Employee will be employed
by Corporation. NOW, THEREFORE, in consideration of the mutual promises
contained herein, and intending to be legally bound thereby, the parties hereto
agree as follows:
SECTION I.
Description of Employment
1.01. Employment and Term. Corporation agrees to employ Employee and
Employee agrees to be so employed for a term commencing on July 20, 1998 and
ending on July 19, 2000 (the "Term").
1.02. Capacity. During the Term, Employee shall serve as Corporation's
Chief Executive Officer and President, or in such other offices or capacities as
shall be determined by Corporation's Board of Directors. Further, if elected by
Corporation's shareholders, Employee shall, without additional compensation
therefor, serve as a member of Corporation's Board of Directors.
1.03. Time and Efforts. During the Term, Employee shall diligently and
conscientiously devote his best efforts and his full time and attention to the
discharge of his duties as Chief Executive Officer and President and of such
other duties as may be determined by the Board of Directors of Corporation.
Employee acknowledges that during the period of his employment pursuant to this
Agreement as the Chief Executive Officer and President of Corporation, he will
not have any other employment or business affiliations without the prior
approval of the Board of Directors of Corporation.
SECTION II.
Compensation
2.01. Salary. During the period of Employee's employment hereunder as Chief
Executive Officer and President (irrespective of such other offices or titles as
may be held by Employee) the Corporation shall pay to Employee a salary at an
annual rate of Two Hundred Thousand and No/100 ($200,000.00) Dollars, payable
bi-weekly, for services rendered. The amount of Employee's salary shall be
reviewed annually by the Compensation Committee of the Board of Directors.
2.02. Business Expenses. Employee shall be reimbursed by Corporation for
all reasonable expenses incurred in carrying out his employment duties or in
otherwise promoting the business of Corporation by presenting to the designated
officer of Corporation an itemized expense account report with receipts
attached.
2.03. Incentive Compensation. During the Term, Corporation shall include
Employee as a participant under Corporation's "Profit Incentive Plan." Employee
will be entitled to such awards as are declared from time to time by the Board
of Directors under the terms of the "Profit Incentive Plan."
2.04. Stock Options. Employee shall be granted an option to purchase Fifty
Thousand (50,000) shares of C-COR common stock (the "Stock Option"). The Stock
Option shall be a non-qualified stock option. The exercisability of the Fifty
Thousand (50,000) shares shall vest over a period of four (4) years (commencing
on the date of grant of the Stock Option) at the rate of Twelve Thousand Five
Hundred (12,500) shares per year. The Stock Option shall be granted under and be
subject to all of the terms and conditions of the C-COR Electronics, Inc. 1988
Incentive Plan and a Nonqualified Stock Option Granting Agreement.
2.05. Life Insurance Coverage. Corporation will provide to Employee group
term life insurance in a face amount equal to three times the Employee's salary.
Changes in life insurance coverage will occur at the same time Employee's salary
is changed pursuant to Section 2.01 hereof.
2.06. Automobile Allowance. During the Term, Corporation shall pay
Employee, on or about the first of each month, a monthly allowance of Eight
Hundred and No/100 ($800.00) Dollars to be used to defray Employee's automobile
expenses.
2.07. Financial and Tax Planning Reimbursement. Corporation agrees to
reimburse Employee for expenses incurred in his personal financial and tax
planning up to an amount not exceeding One Thousand Five Hundred and No/100
($1,500.00) Dollars per year during the Term of this Agreement.
2.08. Other Benefit Plans. Employee shall also be eligible to participate
in Corporation's other fringe benefit plans, including both those plans
presently existing and those which may in the future be adopted, in accordance
with the terms and provisions of such plans.
2.09. Vacation. Employee shall be entitled to a reasonable amount of
vacation but not less than three (3) weeks per year.
2.10. Club Memberships. Corporation agrees to reimburse Employee for annual
dues he is required to pay as a condition of membership at the Centre Hills
Country Club during the Term of this Agreement.
2.11. Physical Examination. Corporation agrees to reimburse Employee for
the expense of an annual physical examination by a physician selected by
Employee.
SECTION III.
Intellectual Property
3.01. Disclosure. Employee agrees to promptly and fully disclose to Corporation
all inventions, improvements, original works of authorship, formulas, processes,
computer programs, techniques, know-how and data (hereinafter collectively
referred to as "Inventions"), whether or not patentable or copyrightable, made
or conceived or first reduced to practice or learned by Employee either alone or
jointly with others, whether during Employee's regular hours of employment and
directly or indirectly relating to or capable of being used for the benefit of
Corporation's business. Employee agrees, without compensation additional to that
provided for in Section II of this Agreement, to assign all rights in and to
such Inventions to Corporation and to execute, at Corporation's request,
appropriate documents effectuating such assignments.
3.02. Maintenance of Records. Employee agrees to maintain accurate and
current written records of all such Inventions, in the form of notes, sketches,
drawings, or reports which shall be and will remain the property of and be
available to Corporation at all times.
3.03. Provision of Assistance. Employee agrees, upon Corporation's request,
during and after the Term of employment set forth herein, to assist Corporation,
its attorneys, and nominees at its or their expense in preparing and prosecuting
applications for letters patent on Inventions created by him and applications to
register copyrights on inventions created by him providing, however, that time
actually spent by Employee at such work after termination of employment, at
Corporation's request, shall be paid for by Corporation at a reasonable rate,
and that necessary expenses incurred by Employee in connection with Employee's
duties under this paragraph shall be paid by Corporation.
3.04. Previous Inventions. Employee expressly retains an interest in and
title to Inventions patented or unpatented which Employee conceived prior to his
Term of employment with Corporation.
3.05. Term of Obligations. Employee's termination of employment by
Corporation under this Agreement shall not affect the obligations imposed on
Employee by Paragraphs 3.01, 3.02 and 3.03 and such obligations shall be binding
on Employee's heirs, executors and administrators.
SECTION IV.
Confidentiality and Noncompetition
4.01. Confidentiality. Employee agrees, during and after his Term of
employment hereunder, without the prior written consent of Corporation, not to
disclose to any person other than Corporation, by publication or otherwise, or
use for his own benefit, any confidential information of Corporation or any
Inventions, whether conceived in whole or in part by Employee or by others.
Employee's duty under this paragraph includes but is not limited to the
nondisclosure of trade secrets or confidential information, knowledge or data of
Corporation which he may obtain during the course of his employment relating to
Corporation's business, technical or otherwise, including but not limited to
manufacturing methods, processes, techniques, products, engineering development
products, computer programs, customer lists, machines, research, compositions,
inventions or discoveries. Employee agrees that upon leaving the employ of
Corporation, he will not take with him any original or copy of documents, or
records relating to the foregoing matters, without the written consent of
Corporation. This Section does not apply to any Inventions described in Section
3.04 above.
4.02. Noncompetition. In consideration of Employee's employment, for the
duration of his employment by Corporation, and for a period of two (2) years
after the termination thereof, Employee agrees:
(a) Not to, on behalf of himself or any other entity or corporation,
directly or indirectly, as an employee, agent, independent contractor, owner,
stockholder, partner, officer, director or otherwise, engage in the business of
the manufacture or sale of electronic equipment for use in cable television or
broadband data transmission systems in ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, Europe, the Middle East and the Far East, including the Pacific Rim.
(b) Not to call on or solicit, on behalf of himself or on behalf of any
other entity or corporation, any of the customers of Corporation for the purpose
of selling or distributing to any of said customers any product or service
comparable to or competitive with products or services developed, sold and/or
distributed by Corporation or products or services which Corporation may have
under development during the period of time Employee was employed by Corporation
("Corporation's Products"); nor will Employee in any way, directly or
indirectly, for himself or on behalf of any other entity or corporation,
solicit, divert or take away any customer of Corporation. For purposes of this
Agreement, "customer" shall mean any person, entity or corporation which has
purchased Corporation's Products, or has received a price quotation from
Corporation for Corporation's Products, at any time within the three (3) year
period prior to the date of termination of Employee's employment.
(c) Not to enter or attempt to enter into an employment or agency
relationship with any person who, at the time of such entry (or attempted
entry), or at the time of termination of Employee's service with Corporation,
was an officer, director, employee, principal or agent of Corporation if, but
only if, such employment or agency relationship is with respect to a business in
competition with Corporation.
(d) Not to induce or attempt to induce any person described in subparagraph
(c) to leave his or her employment, agency, directorship or office with
Corporation to enter into a business in competition with Corporation.
It is understood by and between the parties to this Agreement that the
aforesaid covenants set forth in this Section 4.02 are essential elements of
this Agreement, and that, but for the agreement of Employee to comply with such
covenants, Corporation would not have agreed to the terms of employment set
forth in this Agreement. Such covenants by Employee shall be construed as
agreements independent of any other provisions in this Agreement. The existence
of any claim or cause of action by Employee against Corporation, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Corporation of such covenants.
In addition to all other legal remedies available to Corporation for
enforcement of the covenants of this Section 4.02, the parties agree that
Corporation shall be entitled to an injunction by any court of competent
jurisdiction to prevent or restrain any breach or threatened breach hereof.
The parties to this Agreement agree that, if any court of competent
jurisdiction determines the specified time period or the specified geographical
area of application, or the definition of Corporation's Products in such
covenants to be unreasonable, arbitrary or against public policy, then a lesser
time period and/or a smaller geographical area and/or a less encompassing
definition of Corporation's Products which are determined to be reasonable,
nonarbitrary and not against public policy may be enforced against Employee. The
parties to this Agreement agree and acknowledge that they are familiar with the
present and proposed operations of Corporation and believe that the restrictions
set forth in this Section 4.02 are reasonable with respect to its subject
matter, duration and geographical application.
The provisions of this Section 4.02 may be waived, in part or fully, in
writing by Corporation at its option.
These restrictive covenants shall survive the termination of this
Agreement.
SECTION V.
Change of Control
5.01. Change of Control. The provisions of Sections 5.02 and 5.03 of this
Agreement shall become operative upon a change of control of Corporation, as
hereinafter defined. For purposes of this Agreement, a "change of control" shall
be deemed to have occurred if and when:
(a) Subsequent to the date of this Agreement, any person or group of
persons acting in concert shall have acquired ownership of or the right to vote
or to direct the voting of shares of capital stock of Corporation representing
thirty (30%) percent or more of the total voting power of Corporation, or
(b) Corporation shall have merged into or consolidated with another
corporation, or merged another corporation into Corporation, on a basis whereby
less than fifty (50%) percent of the total voting power of the surviving
corporation is represented by shares held by former shareholders of Corporation
prior to such merger or consolidation, or
(c) Corporation shall have sold more than fifty (50%) percent of its assets
to another corporation or other entity or person, or
(d) 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, the persons who were directors of Corporation before such transaction
cease to constitute a majority of directors of Corporation.
5.02. Termination Within Eighteen (18) Months. In the event that the
employment of Employee with Corporation is terminated involuntarily within
eighteen (18) months after a change of control occurs:
(a) Employee shall be entitled to receive an amount of cash equal to the
sum of the following amounts:
(i) two (2) times his annual salary as provided for in Section 2.01 hereof
at his rate on the date of termination of employment (but not less than two
times Employee's annual salary prior to the Change of Control); and
(ii) two (2) times Corporation's annual 401(k) retirement plan contribution
at the Employee's contribution rate on the termination of his employment (but
not less than the amount the Corporation was matching prior to Change of
Control) (and subject to applicable limitations of the Internal Revenue Code,
which may dictate that such amount shall not be added to the retirement plan but
shall be paid in cash).
The sum of these amounts shall be paid in equal monthly installments over a
period of twenty-four (24) months, the first such installment to be paid within
ten (10) days after Employee's termination of employment.
(b) Employee shall be entitled to receive an amount of cash equal to two
times the amount that would have been awarded to him under the Profit and
Performance Achievement Plan of the Corporation, pursuant to the terms of such
plan as in effect immediately prior to such change in control and regardless of
whether such plan may have been changed thereafter, for the then-current
calendar year if such award were based on one hundred (100%) percent of his
share under said plan for such calendar year. Such amount shall be paid at the
same time as awards are paid to other participants in said plan if such plan
shall have been continued but in no event later than July 31 of the year
following that year in respect of which the award was to have been paid.
(c) Employee shall continue for a period of twenty-four (24) months from
the date of his termination to be covered at the expense of Corporation by the
same or equivalent health, dental, accident, life and disability insurance
coverages as he was enrolled in immediately prior to termination of his
employment; provided however, that the Employee may elect to be paid in cash
within thirty (30) days after termination of his employment an amount equal to
Corporation's cost of providing such coverages during such period.
(d) All outstanding options held by Employee, both exercisable and
nonexercisable, shall be immediately exercisable regardless of the time the
option has been held by Employee and shall remain exercisable until their
original expiration date, subject to applicable requirements of the Internal
Revenue Code.
(e) Corporation shall continue for a period of twenty-four (24) months to
pay Employee's monthly dues and special assessments, if any, of any club of
which Employee was a member at the time of termination and of which Corporation
was paying such dues and shall permit the Employee to continue to use such
membership thereafter, without reimbursement to Corporation of any membership or
initiation fees or assessments, so long as Employee wishes to do so on the basis
that monthly fees and special assessments will thereafter be paid by him.
(f) Corporation shall for a period of twenty-four (24) months continue to
pay Employee Eight Hundred and No/100 ($800.00) Dollars per month for expenses
of operating an automobile owned by Employee.
5.03. Resignation Within Two Years. In the event the Employee should
determine in good faith that his status or responsibilities with Corporation has
or have diminished subsequent to a change of control, and shall for that reason
resign from his employment with Corporation within two (2) years after such
change in control, Employee shall be entitled to receive all of the payments and
enjoy all of the benefits specified in Section 5.02 hereof as if Employee's
employment by Corporation had terminated on the date of Employee's resignation.
5.04. Agreements Not Exclusive. The specific agreements referred to in this
Section V are not intended to exclude Employee's participation in other benefits
available to executive personnel generally or to preclude other compensation or
benefits as may be authorized by the Board of Directors of Corporation at any
time.
5.05. Enforcement Costs. Corporation is aware that upon the occurrence of a
change of control the Board of Directors or a shareholder of Corporation may
then cause or attempt to cause Corporation to refuse to comply with its
obligations under this Section V, or may cause or attempt to cause corporation
to institute, or may institute, litigation seeking to have this Section V
declared unenforceable, or may take, or attempt to take, other action to deny
Employee the benefits intended under this Section V. In these circumstances, the
purpose of this Section V could be frustrated. It is the intent of Corporation
that Employee not be required to incur the expenses associated with the
enforcement of his rights under this Section V by litigation or other legal
action because the cost and expense thereof would substantially detract from the
benefits extended to Employee hereunder, nor be bound to negotiate any
settlement of his rights hereunder under threat of incurring such expenses.
Accordingly, if following a change of control, it should appear to Employee that
Corporation has failed to comply with any of its obligations under this Section
V or in the event that Corporation or any other person takes any action to
declare this Section V void or unenforceable, or institute any litigation or
other legal action designed to deny, diminish or to recover from Employee the
benefits intended to be provided to Employee hereunder and that Employee has
complied with all reasonable obligations related to Employee's employment with
Corporation, Corporation irrevocably authorizes Employee from time to time to
retain counsel of his choice at the direct expense and liability of Corporation
as provided in this Section 5.05 to represent Employee in connection with the
initiation or defense of any litigation or other legal action, whether by or
against Corporation or any director, officer, shareholder or other person
affiliated with Corporation, in any jurisdiction. Notwithstanding any existing
or prior attorney-client relationship between Corporation and such counsel,
Corporation irrevocably consents to Employee entering into an attorney-client
relationship with such counsel, and in that connection Corporation and Employee
agree that a confidential relationship shall exist between Employee and such
counsel. The reasonable fees and expenses of counsel selected from time to time
by Employee as hereinabove provided shall be paid or reimbursed to Employee by
Corporation on a regular, periodic basis upon presentation by Employee of a
statement or statements prepared by such counsel in accordance with its
customary practices up to a maximum aggregate amount of Five Hundred Thousand
and No/100 ($500,000.00) Dollars, said amount to be "grossed up" to cover
federal and state income taxes. The amount of the gross up shall be calculated
in accordance with the following formula: A/(1-R), where A is the amount of
legal fees and R is the combined highest marginal tax rate applicable to
Employee in the tax year that the payment is made.
5.06. No Set-Off. Corporation shall not be entitled to set-off against the
amount payable to Employee any amounts earned by Employee in other employment
after termination of his employment with Corporation, or any amounts which might
have been earned by Employee in other employment had he sought other employment.
The amounts payable to Employee under this Section V shall not be treated as
damages but as severance compensation to which Employee is entitled by reason of
termination of his employment in the circumstances contemplated by this Section
V. However, a set-off may be taken by Corporation against the amounts payable to
Employee for expenses covering the same or equivalent hospital, medical,
accident, and disability insurance coverages as set forth in Section 5.02(c); or
for expenses covering monthly dues and special assessments of any club of which
Employee was a member at the time of termination and of which Corporation was
paying dues as set forth in Section 5.02(e); or for expenses related to monthly
automobile allowance as set forth in Section 5.02(f) if such benefits are paid
for the Employee by a new employer after Employee's termination of employment by
Corporation under Section 5.02 hereof or after Employee's resignation under
Section 5.03 hereof.
5.07. Termination. The provisions of this Section V shall continue during
the Term hereof but shall terminate when the employment of Employee with
Corporation shall terminate, so long as such termination was not in anticipation
of or related to a change of control.
SECTION VI
Indemnification for Service as Director and Officer
6.01. Indemnity of Employee. Should Employee serve Corporation as a
director or officer during the Term, Corporation shall hold harmless and
indemnify Employee as a director or officer to the full extent authorized or
permitted by the provisions of the Pennsylvania Business Corporation Law (the
"State Statute"), or by any amendment thereof or other statutory provisions
authorizing or permitting such indemnification which is adopted after the date
hereof.
6.02. Maintenance of Insurance and Self-Insurance.
(a) Corporation represents that it presently has in force and effect
policies of Directors and Officers Liability Insurance ("D&O Insurance") in
insurance companies and amounts as follows (the "Insurance Policies"):
Insurer Amount
Gulf Insurance Co. $10,000,000
Tamarack American, a division $10,000,000 in excess of the
of Great American Insurance Company above $10,000,000
Subject only to the provisions of Section 6.02(b) hereof, Corporation
hereby agrees that, so long as Employee shall serve as a director or officer of
Corporation (or shall continue at the request of Corporation to serve as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise) and thereafter so long as Employee shall be
subject to any possible claim or threatened, pending or completed action, suit
or proceeding, whether civil, criminal or investigative by reason of the fact
that Employee was a director or officer of Corporation (or served in any of said
other capacities), Corporation will purchase and maintain in effect for the
benefit of Employee one more valid, binding and enforceable policy or policies
of D&O Insurance providing, in all respects, coverage at least comparable to
that presently provided pursuant to the Insurance Policies.
(b) Corporation shall not be required to maintain said policy or policies
of D&O Insurance in effect if said insurance is not reasonably available or if,
in the reasonable business judgment of the then directors of Corporation, either
(i) the premium cost for such insurance is substantially disproportionate to the
amount of coverage or (ii) the coverage provided by such insurance is so limited
by exclusions that there is insufficient benefit from such insurance.
(c) In the event Corporation does not purchase and maintain in effect said
policy or policies of D&O Insurance pursuant to the provisions of Section
6.02(b) hereof, Corporation agrees to hold harmless and indemnify Employee to
the full extent of the coverage which would otherwise have been provided for the
benefit of Employee pursuant to the Insurance Policies.
6.03. Additional Indemnity. Subject only to the exclusions set forth in
Section 6.04 hereof, Corporation hereby further agrees to hold harmless and
indemnify Employee:
(a) Against any and all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
Employee in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
an action by or in the right of the Corporation) to which Employee is, was or at
any time becomes a party, or is threatened to be made a party, by reason of the
fact that Employee is, was or at any time becomes a director, officer, employee
or agent of Corporation, or is or was serving or at any time serves at the
request of Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise; and
(b) Otherwise to the fullest extent as may be provided to Employee by
Corporation under the non-exclusivity provisions of Section 7-1 of the Bylaws of
Corporation and the State Statute.
6.04. Limitations on Additional Indemnity. No indemnity pursuant to Section
6.03 hereof shall be paid by Corporation:
(a) except to the extent the aggregate of losses to be indemnified
thereunder exceeds the sum of One Thousand and No/100 ($1,000.00) Dollars plus
the amount of such losses for which Employee is indemnified either pursuant to
Sections 6.01 or 6.02 hereof or pursuant to any D&O Insurance purchased and
maintained by the Corporation;
(b) in respect to remuneration paid to Employee if it shall be determined
by a final judgment or other final adjudication that such remuneration was in
violation of law;
(c) on account of any suit in which judgment is rendered against Employee
for an accounting of profits made from the purchase or sale by Employee of
securities of Corporation pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto or similar provisions of
any federal, state or local statutory law;
(d) on account of Employee's conduct which is finally adjudged by a court
of competent jurisdiction to have been knowingly fraudulent or deliberately
dishonest or to have constituted willful misconduct or recklessness;
(e) if a final decision by a court of competent jurisdiction shall
determine that such indemnification is not lawful.
6.05. Continuation of Indemnity. All agreements and obligations of
Corporation contained herein shall continue during the period Employee is a
director, officer, employee or agent of Corporation (or is or was serving at the
request of Corporation as a director, officer, employee or agent of another
corporations, partnership, joint venture, trust or other enterprise) and shall
continue thereafter so long as Employee shall be subject to any possible claim
or threatened, pending or completed action, suit or proceeding, whether civil,
criminal or investigative, by reason of the fact that Employee was a director of
Corporation or serving in any other capacity referred to herein.
6.06. Notification and Defense of Claim. Promptly after receipt by Employee
of notice of the commencement of any action, suit or proceeding, Employee will,
if a claim in respect thereof is to be made against Corporation under this
Section VI, notify corporation of the commencement thereof; but the omission so
to notify Corporation will not relieve it from any liability which it may have
to Employee otherwise than under this Section VI. With respect to any such
action, suit or proceeding as to which Employee notifies Corporation of the
commencement thereof:
(a) Corporation will be entitled to participate therein at its own expense;
and
(b) Except as otherwise provided below, to the extent that it may wish,
Corporation jointly with any other indemnifying party similarly notified will be
entitled to assume the defense thereof, with counsel satisfactory to Employee.
After notice from Corporation to Employee of its election so to assume the
defense thereof, Corporation will not be liable to Employee under this Section
VI for any legal or other expenses subsequently incurred by Employee in
connection with the defense thereof other than reasonable costs of investigation
or as otherwise provided below. Employee shall have the right to employ
Corporation's counsel in such action, suit or proceeding but the fees and
expenses of such counsel incurred after notice from Corporation of its
assumption of the defense thereof shall be at the expense of Employee unless (i)
the employment of counsel by Employee has been authorized by Corporation, (ii)
Employee shall have reasonably concluded that there may be a conflict of
interest between Corporation and Employee in the conduct of the defense of such
action or (iii) Corporation shall not in fact have employed counsel to assume
the defense of such action, in each of which cases the fees and expenses of
counsel shall be at the expense of Corporation. Corporation shall not be
entitled to assume the defense of any action, suit or proceeding brought by or
on behalf of Corporation or as to which Employee shall have made the conclusion
provided for in (ii) above.
(c) Corporation shall not be liable to indemnify Employee under this
Section VI for any amounts paid in settlement of any action or claim effected
without its written consent. Corporation shall not settle any action or claim in
any manner which would impose any penalty or limitation on Employee with
Employee's written consent. Neither Corporation nor Employee will unreasonably
withhold its or his consent to any proposed settlement.
6.07. Repayment of Expenses. Employee will reimburse Corporation for all
reasonable expenses paid by Corporation in defending any civil or criminal
action, suit or proceeding against Employee in the event and only to the extent
that it shall be ultimately determined that Employee is not entitled to be
indemnified by Corporation for such expenses under the provisions of the State
Statute, the Bylaws of Corporation, this Section VI or otherwise.
6.08. Enforcement.
(a) Corporation expressly confirms and agrees that it has entered into this
Section VI and assumed the obligations imposed on Corporation hereby in order to
induce Employee to, if elected, serve as a director of Corporation, and
acknowledges that Employee is relying upon this Section VI in agreeing to serve
Corporation in such capacity.
(b) In the event Employee is required to bring any action to enforce rights
or to collect monies due under this Agreement and is successful in such action,
Corporation shall reimburse Employee for all of Employee's reasonable fees and
expenses in bringing and pursuing such action.
SECTION VII.
Miscellaneous
7.01. Use of Name. Employee agrees to allow Corporation to have his name or
picture used by Corporation for advertising or trade purposes during the Term of
this Agreement.
7.02. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon Employee and upon Corporation, their successors and assigns,
including, without limitation, any person, partnership, company or corporation
which may acquire substantially all of Corporation's assets or business or into
which Corporation may be consolidated, merged or otherwise combined.
7.03. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
7.04. Legal Construction. In the event any one or more of the provisions
contained in this Agreement shall for any reason beheld invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision thereof and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
7.05. Amendment. No amendment, modification or alteration of the terms
hereof shall be binding unless the same be in writing, dated subsequent to the
date hereof and duly executed by the parties hereto.
7.06. Integration. This Agreement constitutes the entire understanding and
agreement between Corporation and Employee with regard to the subject matter
hereof and supersedes all other agreements and understandings between
Corporation and Employee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement with
the intent to be legally bound thereby on the day and year first above written.
C-COR ELECTRONICS, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
