Exhibit 10.47
EMPLOYMENT AGREEMENT
This Agreement made as of the 22nd day of August, 1996 (hereinafter the
"Effective Date"), by and between XXXX SECURITY INTERNATIONAL, INC., a
corporation duly organized and existing under the laws of the State of
Delaware, with a principal place of business at 000 Xxxxxxx Xxxxxx, Xxxx xx
Xxxxxxxxxx, Xxxxxx of Bennington and State of Vermont (hereinafter referred
to as "Employer") and XXXXXXX X. XXXX, ESQ., with a residence at Post Xxxxxx
Xxx 000, Xxxxx 00X, Xxxx xx Xxxxx Xxxxx, Xxxxxx of Xxxxxx and State of New
York (hereinafter referred to as "Employee"),
WHEREAS, Employee currently serves as Executive Vice President, General
Counsel and Corporate Secretary to Employer;
WHEREAS, Employer wishes to induce Employee to continue to serve Employer
in his present capacity as well as to take on increased responsibilities
toward management of Employer;
NOW, THEREFORE, in consideration of the mutual covenants and promises of
the parties to this Agreement, in consideration of the services rendered by
the Employee prior to the Effective Date of this Agreement and for other good
and valuable consideration, the receipt of which is hereby acknowledged,
Employer and Employee agree as follows:
SECTION ONE
EMPLOYMENT
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Employer employs Employee in an executive capacity as Executive Vice
President, General Counsel and Corporate Secretary and Employee accepts such
employment with Employer subject to the terms and conditions of this
Agreement.
SECTION TWO
TERM OF EMPLOYMENT
------------------
This Agreement and the employment under this Agreement shall commence on
the Effective Date stated above and shall continue for a period of two (2)
years from the Effective Date.
SECTION THREE
DUTIES OF EMPLOYEE
------------------
Employee shall serve Employer as Executive Vice President, General
Counsel and Corporate Secretary with such additional duties and
responsibilities as are specifically assigned to the Employee by the Board of
Directors from time to time. Such duties shall be carried out in accordance
with the direction of the Board of Directors of Employer.
Employee will devote such time, energy and skill doing such employment as
is necessary or appropriate to complete the tasks and duties of the position.
Notwithstanding the foregoing, Employee shall be permitted to take time from
his duties and responsibilities, as Employee deems appropriate, for the
purpose of meeting with prospective employers. Such time shall not be applied
against vacation or personal time.
During the term of this Agreement, Employee shall not in any way compete
with the business of Employer.
Notwithstanding the foregoing, Employee shall have the sole discretion in
choosing outside counsel, including but not limited to the choice of SEC
counsel, when the performance of Employee's duties require the assistance of
outside counsel.
Employee shall report directly to the Board of Directors of Employer.
SECTION FOUR
COMPENSATION
------------
Employee's compensation shall consist of:
(A) a salary of at least $1,500.00 per week during the term of the
Agreement; and
(B) participation in all benefit plans available to the Employer's
employees generally.
(C) a bonus equal to $1,000 for every $100,000 of net income for each
fiscal quarter, payable within thirty days following each such
fiscal quarter, beginning with the quarter ended March 31, 1996; and
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(D) four (4) weeks paid vacation. Should Employee not use the
full four weeks vacation, Employee shall be entitled to a cash
payment, based on Employee's salary, for vacation days remaining
due which shall be payable the pay period following cessation of
Employee's employment; and
(E) payment of fees and expenses to attend continuing education courses
necessary for satisfaction of the Vermont State Bar requirements;
and
(F) unlimited use of a company vehicle for the term of this Agreement.
Employer shall be responsible for normal maintenance and repairs; and
(G) immediate issuance of an option to purchase 40,000 shares of
common stock of Xxxx Security International at $1.50 per share.
Employee shall be entitled to piggyback registration rights with
respect to the underlying shares, as well as to the shares
underlying the option to purchase 10,000 shares previously granted
Employee. Employer shall be responsible for all legal, NASDAQ and
blue sky fees associated with the registration of all 50,000 of the
underlying shares. The options to purchase shares granted Employee,
as well as the additional benefits set forth in this section, shall
survive termination of service whether termination is for cause or
without cause; and
(H) Employee shall be reimbursed for such reasonable and necessary
business expenses as are approved by the Board of Directors.
Employee's moving expenses are deemed to be reasonable and
necessary business expenses.
SECTION FIVE
EMPLOYER'S OBLIGATIONS ON TERMINATION OF EMPLOYEE'S EMPLOYMENT
--------------------------------------------------------------
Except as provided in Section Four, if, during the term of this
Agreement, Employer terminates this Agreement, whether for cause or without
cause, the balance of payments provided for in Section Four (A) shall,
nevertheless, accelerate and become immediately payable in full. Employee
shall, however, have the option to continue to receive payments over time in
lieu of a lump sum payment. Further, the benefits provided for in Section
Four (C), shall be provided Employee for the two year term of the Agreement.
The benefits provided for in Section Four (G) shall continue to be provided
Employee for the two year term of the Agreement as set forth in that
provision.
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In addition to the foregoing, if, during the term of this Agreement,
Employee terminates this Agreement for any reason whatsoever, or if, upon the
expiration of the term of this Agreement, Employee fails to enter into a new
employment agreement with Employer, Employee shall be entitled to a lump sum
payment equal to fourteen (14) weeks salary, which shall be due and payable
the pay period following termination.
In addition, if, during the term of this Agreement, Employer terminates
this Agreement, whether for cause or without cause, or if Employee terminates
this Agreement for any reason whatsoever, Employee shall be entitled to the
benefits provided for in Section Four (B) and (E) for a period of three
months following termination.
Upon termination of this Agreement by Employer or Employee, with or
without cause, Employer agrees to refrain from comment, whether one is
required, requested or otherwise, regarding Employee's service with or
performance for Employer, unless first obtaining Employee's written consent,
except to state that Employee has worked for Employer satisfactorily and was
terminated by mutual agreement. Employer acknowledges and understands that
this provision is an integral part of the Agreement, breach of which
constitutes adequate justification for termination of this Agreement by
Employee for cause.
If during the term of this Agreement, Employee should become disabled
then the provisions of this Agreement shall apply as if Employee was
terminated without cause. If, during the term of this Agreement, Employee
should die, the benefits afforded Employee under the provisions of this
Agreement shall apply as if Employee was terminated without cause and shall
be made payable to Employee's beneficiary as designated by Employee under the
Employer's 401K Plan.
SECTION SIX
INDEMNIFICATION
---------------
Employer ratifies all actions of Employee taken prior to the execution of
this Agreement. Further, Employer restates and agrees to the provisions of
the Resolution indemnifying Employee against any and all claims against him
by reason of his employment with Employer, including claims of malpractice,
as set forth in the Written Consent to Action of the Board of Directors,
dated February 10, 1995.
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SECTION SEVEN
ARBITRATION
-----------
Any differences, claims or matters in dispute arising between Employer
and Employee out of, or connected with, this Agreement shall be submitted by
them to arbitration consistent with the commercial arbitration rules of the
American Arbitration Association in Albany, New York.
SECTION NINE
ATTORNEY'S FEES
---------------
In the event that any arbitration is commenced in relation to this
Agreement, Employer agrees to pay, in addition to all of the sums that
Employer may be called on to pay, a reasonable sum for Employee's attorney's
fees, whether Employee is the successful party or unsuccessful party.
SECTION TEN
GOVERNING LAW
--------------
It is understood that this Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of New York, without regard
to principles of conflicts of law.
SECTION ELEVEN
ENTIRE AGREEMENT
----------------
This Agreement shall constitute the entire Agreement between the parties
and any prior understanding or representation of any kind preceding the date
of this Agreement shall not be binding.
SECTION TWELVE
MODIFICATION OF THIS AGREEMENT
------------------------------
Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if
evidenced in writing signed by each party or an authorized representative of
each party.
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SECTION THIRTEEN
NOTICES
-------
Any notice provided for or concerning this Agreement shall be in writing
and be deemed sufficiently given when sent by certified or registered mail if
sent to the respective address of each party as set forth in the beginning of
this Agreement.
SECTION FOURTEEN
PARAGRAPH HEADINGS
------------------
The titles to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify,
simplify, or aid in the interpretation of the provisions of this Agreement.
SECTION FIFTEEN
WAIVER
------
No waiver by either party of any failure or refusal by the other party to
comply with its or his obligations hereunder shall be deemed a waiver of any
kind or subsequent failure or refusal of a similar or different kind.
SECTION SIXTEEN
SUCCESSORS
----------
The terms of this Agreement shall be binding upon Employer, its
successors and assigns.
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IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed as of the 22nd day of August, 1996.
XXXX SECURITY INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
President and CEO
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Xxxxxxx X. Xxxx, Esq.
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AMENDMENT TO EMPLOYMENT AGREEMENT
This amends the Employment Agreement between Xxxxxxx X. Xxxx, Esq. and
Xxxx Security International,Inc. dated August 22, 1996, for the purpose of
clarifying an ambiguity in the Agreement.
Section Three, entitled "Duties of Employee," shall be amended by adding
the following paragraph to the end thereof:
"Employee shall perform his duties from the Bennington, Vermont
facility and shall not be required to relocate. Employee shall be
provided with such business accommodations, including an office
and secretary, as is necessary or appropriate to perform the
duties contemplated hereunder."
All other terms shall remain in full force and effect.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed as of the 22nd day of August, 1996.
XXXX SECURITY INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
President and CEO
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Xxxxxxx X. Xxxx, Esq.
