AM COMMUNICATIONS, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of March 20, 2003,
by and between AM Communications, Inc., a Delaware corporation ("Company") and
Xxxxxx Xxxxxxxx, an individual residing at 0000 XXXXX XX, XXXXXXXXXXX, XX 00000
("Employee").
WHEREAS, the Employee has corporate finance experience with public
companies; and
WHEREAS, the Company has a need to fill a senior management position with
an individual that has corporate finance experience with public companies; and
WHEREAS, the Company desires to employ the Employee and the Employee
desires to be employed by the Company, in the capacity and upon the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein, and intending to be legally bound, the parties, agreed as
follows:
1. Employment and Term. From the date hereof through the term of this
Agreement the Employee shall be employed in the position of Vice President -
Finance of the Company. The initial term of employment under this Agreement
shall commence as of April 1, 2003, and expire on March 31, 2006; provided,
however, that this Agreement shall automatically renew on April 1, 2006, and on
April 1 of each succeeding year for renewal terms of one year each unless either
Employee or the Company gives contrary written notice to the other party hereto
not less than sixty (60) days before the scheduled expiration of the Term of
this Agreement. The initial term and the renewal terms are collectively referred
to herein as the "Term" of this Agreement.
2. Duties. The Employee shall devote substantially all of his working time
and his best efforts to the Company and his position, which shall include such
duties as AM's Chairman and/or CEO may from time to time reasonably direct that
are reasonably consistent with the Employee's education, experience and
background. During the Term of this Agreement, Employee shall report directly to
the Chairman of the Company and there shall be no material increase or decrease
in the duties and responsibilities of the Employee other than as provided
herein, unless the parties otherwise agree in writing.
3. Other Business Activities. The Employee may engage, directly or
indirectly, during the Term, in other business activities or pursuits; provided,
however, that such activities shall not, other than in an incidental manner,
interfere with or detract from the performance of Employee's responsibilities
and obligations pursuant to this Agreement and shall not be related to the
Business of the Company in a manner that violates the provisions of Section 10
of this Agreement.
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4. Compensation.
(a) Salary. The Company shall pay to the Employee during the Term of this
Agreement a base salary at an annual rate of One Hundred Twenty Thousand Dollars
($120,000) with such subsequent increases in salary during the Term of this
Agreement as may be authorized by the Compensation and Stock Option Committee of
the Board. In determining salary increases, the Compensation and Stock Option
Committee may compensate the Employee for increases in the cost of living and
may also provide for performance or merit increases. Participation in deferred
compensation, bonus, discretionary bonus, retirement and other employee benefit
plans in the fringe benefits shall not reduce the salary payable to the Employee
under this Section 4(a).
(b) Bonus. The Employee shall be eligible to participate in a bonus
program under which he will be eligible for an annual bonus in an amount up to
thirty-five percent (35%) of Employee's base salary as described above. The
amount of such annual bonus, if any, to be paid shall be determined by the
Chairman based on three criteria: Company performance, Employee performance and
Chairman's discretion.
(c) Stock Option Awards. As of the effective date of this Agreement the
Employee shall be awarded 650,000 stock options. At such time as the Company
closes on a transaction or series of transactions resulting in the renegotiation
of terms of the Company's secured line of credit with LaSalle Business Credit,
Inc. and the acquisition of the Company of additional debt or equity financing
necessary to fund its operations during the Term, the Employee shall be awarded
an additional 300,000 stock options All stock options shall be issued from the
Company's authorized stock option plan, at an exercise price which shall equal
the fair market value of the Company's stock as of the date of issuance, which
shall be determined in accordance with the provisions of the stock option plan
under which the options are issued. For purposes of this paragraph 4(c) "fair
market value of the AM's stock as of the date of issuance" shall mean the
average of closing bid price and ask price as quoted on the OTC Bulletin Board
of the NASD, Inc. on such date.
(d) Company Vehicle and Housing Allowance. During the Term, the Company
shall provide Employee with a company vehicle and shall also provide a housing
allowance of $800.00 per month.
5. Other Benefits and Perquisites; Business Expenses.
(a) Other Benefits and Perquisites. The Employee shall be entitled to
participate in any plan of the Company relating to stock options, pension,
profit sharing, group life insurance, medical or dental coverage, education or
other retirement or employee benefit plans or arrangements that the Company has
adopted or may adopt for the benefit of its employees or executive officers. The
Employee shall also be entitled to participate in, or enjoy the benefit of, any
other fringe benefits or prerequisites that are now or may be or become
applicable to the Company's executive employees.
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(b) Business Expenses. During the term of the Employee's employment by the
Company, the Company shall promptly reimburse the Employee for all reasonable
and customary expenses incurred by the Employee in performing services for the
Company, including all expenses of travel, food and lodging expenses while away
from home on business or at the request of and in the service of the Company,
provided that such expenses are incurred and accounted for in accordance with
the reimbursement policies and procedures established by the Company.
6. Voluntary Absences; Vacations. The Employee shall be entitled, without
loss of pay, to be absent voluntarily for reasonable periods of time from the
performance of the duties and responsibilities under this Agreement. All such
voluntary absences shall count as paid vacation time, unless the Board otherwise
approves. The Employee shall be entitled to an annual paid vacation equal to
that accorded to other executive employees of the Company, or such longer period
as the Board may approve. The timing of paid vacations shall be scheduled in a
reasonable manner by the Employee.
7. Termination of Employment. The Employee's employment may be terminated
without any breach of this Agreement only under the following circumstances:
(a) Death. The Employee's employment shall terminate upon his death.
(b) Disability. The Company may terminate the Employee's employment
because of disability. For this purpose, "Disability" shall mean the inability
of the Employee to perform his duties under this Agreement because of physical
or mental illness or incapacity for a continuous period of one hundred twenty
(120) days, or more that one hundred twenty (120) days in the aggregate during
any 365-day period, during which the Employee shall have been absent from his
duties under this Agreement on a substantially full-time basis.
(c) Cause. The Company may terminate the Employee's employment for Cause.
For purposes of this Agreement, the Company shall have "Cause" to terminate the
Employee's employment only in the event of (1) the failure by the Employee to
substantially perform his duties hereunder (other than any such failure
resulting from the Employee's inability to perform such duties as a result of
physical or mental illness or incapacity) or any such actual or anticipated
failure after the delivery of a Notice of Termination, as defined in Section
7(e) after delivery to the Employee of a written demand for substantial
performance that specifically identifies the manner in which the Company
believes that the Employee has not substantially performed his duties and a
reasonable opportunity to cure; (2) misconduct by the Employee that causes
substantial and material injury to the business and operations of the Company,
the continuation of which, in the reasonable judgment of the Board, will
continue to substantially and materially injure the business and operations of
the Company in the future; (3) habitual intoxication or drug addiction; or (4)
conviction of the Employee of a felony. The Employee shall not be deemed to have
been terminated for Cause unless the Employee shall have been provided with (i)
a reasonable notice setting forth the reasons that the Company believes
constitute Cause for the termination of his employment; and (ii) a Notice of
Termination as defined in Section 7(e), from the Company finding that, in the
reasonable good faith opinion of the CEO or such other executive officer
designated by the Company, Cause for the termination exists and specifying the
particulars thereof in reasonable detail.
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(d) Termination by the Employee. The Employee may terminate his employment
at any time without cause by giving sixty (60) days prior written notice to the
Company. The Employee may terminate his employment for cause only in the event
of a material default by Company under the provisions of this Agreement and the
failure of Company to cure such default within a reasonable period of time after
Company has received written notice of such asserted default.
(e) Notice of Termination. Any termination of the Employee's employment by
the Company or by the Employee (other than termination pursuant to Section 7(a)
or 7(b) hereof) shall be communicated to the other party by a written Notice of
Termination. Any Notice of Termination given by a party shall specify the
particular termination provision of this Agreement relied upon by such party and
shall set forth in reasonable detail the facts and circumstances relied upon as
providing a basis for the termination under the provision so specified.
(f) Termination Date. The Termination Date shall mean (1) if the
Employee's employment is terminated by his death, the date of his death; (2) if
the Employee's employment is terminated pursuant to Section 7(b) hereof, the
date specified in the Notice of Termination, which shall be after the expiration
of the 120-day period specified in that subsection; (3) if the Employee's
employment is terminated by the Company for Cause, the date specified in the
Notice of Termination; (4) if terminated by Employee under Section 7(d), sixty
(60) days following the date on which the Notice of Termination is given; or (5)
if the Employee's employment is terminated for any other reason, fifteen (15)
days following the date on which the Notice of Termination is given.
8. Compensation Upon Termination of Employment.
(a) Termination because of Death, for Cause or by Employee. If the
Employee's employment is terminated because of his death, by the Company for
Cause or by the Employee, the Company shall pay the Employee his salary and
provide the applicable benefits through the Termination Date and the Company
shall have no further obligation to the Employee hereunder.
(b) Termination because of Disability. If the Employee's employment is
terminated by the Company because of Disability under Section 7(b) hereof, the
Company shall pay the Employee his salary and provide the applicable benefits
through the Termination Date and the Company shall have no further obligation to
the Employee hereunder.
(c) Termination without Cause. If (i) in breach of this Agreement, the
Company shall terminate the Employee's employment other than (A) for Cause or
(B) because of Disability; or (ii) if this Agreement is terminated by the
Employee for cause as set forth in Section 7(d); then:
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(1) The Company shall pay the Employee his salary through the Termination
Date and all other unpaid and pro rata amounts to which the Employee is entitled
as of the Termination Date under any compensation plan or program of the
Company, including, without limitation, any incentive bonus payable under an
incentive bonus plan for executive officers adopted by the Company or any other
discretionary bonus approved by the Board, and all accrued vacation time;
(2) The Company shall make severance payments to the Employee in lieu of
any further salary payments hereunder for periods after the Termination Date
equal to the Employee's then current salary and payable in installments in
accordance with the Company's normal payroll practice for a period which is the
lesser of: (i) six (6) months after the Termination Date, or (ii) the remaining
Term of the Agreement;
(3) In addition to the severance payments to the Employee, the following
shall apply: (A) the Employee shall continue to participate in, and accrue
benefits under, all retirement, pension, profit sharing and other deferred
compensation plans of the Company for a period which is the lesser of: (i) six
(6) months after the Termination Date, or (ii) the remaining Term of the
Agreement, as if the termination of employment of the Employee had not occurred
(with the Employee being deemed to receive for the purposes of such plans the
Employee's then current salary (at the time of his termination) under Section
2(a) and (b) of this Agreement), except to the extent that such continued
participation and accrual is expressly prohibited by law, or to the extent such
plan constitutes a "qualified plan" under Section 401 of the Internal Revenue
Code of 1986, as amended ("Code), by the terms of the plan, in which case the
Company shall provide the Employee a substantially equivalent, unfunded,
non-qualified benefit; (B) the Employee shall be entitled to continue to receive
all other employee benefits and then existing fringe benefits referred to in
Section 4(a) and (b) hereof for a period which is the lesser of: (i) six (6)
months after the Termination Date, or (ii) the remaining Term of the Agreement
as if the termination of employment had not occurred; and (C) all insurance or
other provisions for indemnification, defense or hold-harmless of officers or
directors of the Company that are in effect on the date the Notice of
Termination is sent to the Employee shall continue for the benefit of the
Employee with respect to all of his acts and omissions while an officer or
director as fully and completely as if such termination had not occurred, and
until the final expiration or running of all periods of limitation against
action which may be applicable to such acts or xxxxxxxxxxxxxxx amount and other
benefits provided for in this Section 8(c) shall not be reduced by any
compensation or benefits that the Employee may receive for other employment with
another employer or through self-employment after termination of employment with
the Company.
(d) Cost of Enforcement. In the event the Employment of the Employee is
terminated by the Company because of Disability or without Cause, and the
Company fails to make timely payment of the amounts owed to the Employee under
this Agreement, the Employee shall be entitled to reimbursement for all
reasonable costs, including attorney's fees, incurred by the Employee in taking
action to collect such amounts or otherwise to enforce this Agreement. Such
reimbursement shall be in addition to all rights to which the Employee is
otherwise entitled under this Agreement.
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9. Confidentiality. In consideration of the willingness of the Company to
employ the Employee and the compensation to be paid and benefits to be received
therefor, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Employee agrees as follows:
(a) The Company Owns All of the Employee's Work. All improvements,
discoveries, inventions, designs, documents, licenses and patents, or other data
devised, conceived, made, developed, obtained, filed, perfected, acquired, or
first reduced to practice, in whole or in part, or in the regular cause of
employment by the Employee during the term of this Agreement, and related in any
way to the Business, including development and research, of the Company or any
subsidiary or affiliate engaged in business substantially similar to that of the
Company shall be promptly disclosed to the Company. The Employee hereby assigns
and transfers to the Company all his right, interest and title thereto, and such
improvements, discoveries, inventions, designs, documents, licenses and patents,
or other data shall become the property of the Company. During the term of this
Agreement and at any time thereafter, upon request of the Company, the Employee
will join and render assistance in any proceedings and execute any papers
necessary to file and prosecute applications for, and to acquire, maintain and
enforce, letters patent, trademarks, registrations and/or copyrights, both
domestic and foreign, with respect to such improvements, discoveries,
inventions, designs, documents, licenses and patent, or other data as required
for vesting and maintaining title to same in the Company.
(b) Non-Disclosure of Confidential Information. The Employee agrees and
acknowledges that the term "Confidential and Proprietary Information" shall mean
any and all information not in the public domain, in any form, emanating from or
relating to the Company and its subsidiaries and affiliates, including, but not
limited to, trade secrets, technical information, costs, designs, drawings,
processes, systems, methods of operation and procedures, formulae, test data,
know-how, improvements, price lists, financial data, code books, invoices and
other financial statements, computer programs, discs and printouts, sketches,
and plans (engineering, architectural or otherwise), customer lists, telephone
numbers, names, addresses, information about equipment and processes (including
specifications and operating manuals), or any other complication of information
written or unwritten that is used in the business of the Company or any
subsidiary or affiliate that gives the Company or any subsidiary or affiliate
any opportunity to obtain an advantage over competitors of the Company who do
not know or use such information. The Employee agrees and acknowledges that all
Confidential and Proprietary Information, in any form, and all copies and
extracts thereof, is and are and shall remain the sole and exclusive property of
the Company and, upon termination of his employment with the Company, the
Employee hereby agrees to return to the Company the originals and all copies of
any Confidential and Proprietary Information provided to or acquired by the
Employee during the period of his employment. Except as ordered by a court of
competent jurisdiction, the Employee expressly agrees never to utilize or
disclose to any person (except to other Company employees, and then only on a
"need to know" basis) or entity any Confidential and Proprietary Information
either during the term of this Agreement or at any time after termination of his
employment, except with the express written authorization and consent of the
Company.
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(c) Customer's Information. The Employee understands and acknowledges that
each customer of the Company or its subsidiaries or affiliates will disclose
information that will be within the Company's control in connection with the
Company's furnishing of services to its customer. The Employee covenants and
agrees to hold such information in the strictest confidence and shall treat such
information in the same mariner and be obligated by the provisions of this
Agreement as if such information were Confidential and Proprietary Information,
as defined in Section 9(b) hereof.
10. Covenant Not to Compete; Non-solicitation. In consideration of
Employee's compensation and benefits to be received hereunder, any for other
good and valuable consideration from Company, the receipt and adequacy of which
is hereby acknowledged, the Employee agrees as follows:
(a) Non-Compete. The During the term of employment and for a period of six
(6) months after the termination of the Employee's employment by the Company,
the Employee shall not directly or indirectly own, manage, operate, control or
be employed by or participate in the ownership, management, operation or control
of any business in the United States which performs services for, or seeks to
perform services for any Customer Project (as defined in Paragraph 10(b). The
Employee shall not, during the term of this Agreement, have any other paid
employment other than with a subsidiary of the Company, except with the prior
approval of the Board. The Employee may hold not more than five percent (5%) of
the outstanding securities of any class of any publicly-traded securities of a
company that is engaged in activities referenced in this Section 10.
(b) Non-Solicitation. For a period of twelve (12) months after the
termination of the Employee's employment by the Company, the Employee will not
solicit or service, directly or indirectly, business on Employee's own behalf,
or on behalf of any person or legal entity with whom Employee may be associated
as employee, partner, associate, principal, agent or in any other capacity, from
any Customer Project, whether or not Employee had significant dealings with that
Customer Project. This paragraph prohibits solicitation of, and sales to,
Customer Projects of any and all products or services that would compete with
those normally provided by the Company at the time Employee leaves the Company.
Any dealings in products or services that are not competitive with those
normally provided by the Company are not prohibited by this paragraph. Employee
will not solicit or seek to influence, directly or indirectly, any employee,
contractor, or agent of the Company to terminate his relationship with the
Company. For purposes of this Section 10, "Customer Project" shall mean any
project which: (I) the Company has an existing contract to perform services
under at the time of the termination of this Agreement; (ii) the Company has bid
to obtain a contract for in the 12 months preceding the termination of this
Agreement, or (iii) the Company had formed an intention to submit a bid to
perform services for any time prior to the termination of this Agreement and
which the Company actually submits a bid for within the 120 day period following
termination of this Agreement. Following termination of this Agreement, if
Employee, or a person or an entity that directly or indirectly employs Employee
enters into a contract for a Customer Project to provide products or services
that would compete with those normally provided by Company, it will be deemed
prima facie evidence of a violation of this paragraph 10(b).
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(c) Enforcement. In the event the Company seeks enforcement in the courts
of any of the covenants contained in this Section 10, the term of the provisions
of Paragraphs 10(a) and 10(b) shall continue in effect, and the twelve (12)
month period of postemployment restrictions referred to above as to the specific
covenants violated by Employee shall be extended by a period of time equal to
that period beginning when any violation of the provisions of this Section 10
began and ending when the activities constituting such violation shall have
finally terminated in good faith, or when there has been a final adjudication by
the trial court as to the enforcement of the covenants, whichever is earlier.
11. Indemnity. Employee agrees to hold harmless, defend and indemnify the
Company, any and all of its subsidiaries, affiliates, and their respective
officers, shareholders and directors, from and against any and all demands,
claims, actions or causes of action by any governmental body or any other third
party, and any and all losses, damages, settlements, awards, judgments and
defense costs and expenses, including attorney's fees, brought against the
Company or any of its subsidiaries, affiliates, or their respective officers,
shareholders and directors as a result of:
(a) Employee's failure to file correct and accurate personal federal and
state tax returns and/or the nonpayment or incorrect payment of the
appropriate amount of taxes, or other governmental assessments; or
(b) Employee's actual or alleged breach of any agreement between the
Employee, or an entity formerly or presently owned or controlled by
Employee, and any third party, including, but not limited to, any
former employer of Employee.
12. Amendments or Additions; Action by Board. No amendments or additions
to the Agreement shall be binding unless in writing and signed by all parties
thereto. The prior approval by a majority affirmative vote of the full Board
shall be required in order for the Company to authorize any amendments or
additions to this Agreement, to give any consents or waivers of provisions of
this Agreement, or to take any other action under this agreement including any
Notice of Termination.
13. Litigation; Arbitration.
(a) Consent to Suit. Subject to the provisions of Section 13(b), any legal
proceeding arising out of or relating to this Agreement shall be instituted in a
state or federal court of general jurisdiction located in the Commonwealth of
Pennsylvania, and the Employee hereby consents to the personal and exclusive
jurisdiction of such court and hereby waives any objection that the Employee may
have to the laying of venue of any such proceeding and any claim or defense of
inconvenient forum. If an action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
recover, in addition to any other relief, reasonable attorney's fees, costs and
disbursements. In the event the Company institutes litigation in connection with
the enforcement of the terms and provisions of this Agreement, and in the event
that the Company obtains a preliminary or permanent injunction or a judgment for
damages, the Company, in addition to any other sums or equitable relief to which
it may be entitled, shall be entitled to an award against the Employee in an
amount equal to all fees and costs incurred by the Company in connection with
such litigation, including without limitation all court costs, costs of
investigation and reasonable attorneys' fees incurred in connection with the
litigation.
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(b) Arbitration. Subject to the last sentence of this Section 13(b), if
any dispute arises over the terms of this Agreement between the parties to this
Agreement, either Employee or the Company may submit the dispute to binding
arbitration within thirty (30) days after such dispute arises, to be governed by
the evidentiary and procedural rules of the American Arbitration Association
(Commercial Arbitration). Employee and Company shall mutually select one (1)
arbitrator within ten (10) days after a dispute is submitted to arbitration. In
the event that the parties do not agree on the identity of the arbitrator within
such period, the arbitrator shall be selected, by the American Arbitration
Association. The arbitrator shall hold a hearing on the dispute in Philadelphia,
Pennsylvania within thirty (30) days after having been selected and shall issue
a written opinion within fifteen (15) days after the hearing. The arbitrator
shall also decide on the allocation of the costs of the arbitration to the
respective parties, but Employee and Company shall each be responsible for
paying the fees of their own legal counsel, if legal counsel is obtained. Either
Employee or Company, or both parties, may file and seek enforcement of the
decision of the arbitrator as a final, binding and unappealable judgment in a
court of appropriate jurisdiction. Notwithstanding the foregoing provisions of
this Section 13(b) to the contrary, matters in which an equitable remedy or
injunctive relief is sought by a party shall not be required to be submitted to
arbitration, if the party seeking such remedy or relief objects thereto, but
shall instead be subject to the provisions of Section 13(a).
14. Miscellaneous.
(a) Notices. Any notice required or permitted hereunder shall be given in
writing and shall be personally delivered or mailed by first class registered or
certified mail, postage prepaid, return-receipt-requested, sent by express
delivery with a nationally-recognized courier service, or transmitted by
facsimile, telegram or telex, addressed to the Company or the Employee at the
address set forth below or at such other addresses as such party may designate
by five business day advance written notice to the other party.
Each notice or communication that shall have been transmitted in the
manner described above, or that shall have been delivered to a telegraph
company, shall be deemed sufficiently given, served, sent or received for
purposes at such time as it is sent to the addressee (with the return receipt,
delivery receipt or (with respect to a telex) the answer back being deemed
conclusive, but not exclusive, evidence of such sending) or at such time as
delivery is refused by the addressee upon presentation. Notices shall be sent
to the following:
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(i) if to the Company, to:
AM Communications, Inc.
0000 XX Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Telecopier: (000) 000-0000
(ii) if to the Employee, to:
Xxxxxx Xxxxxxxx
0000 Xxxxx Xx
Xxxxxxxxxxx, Xxxxxxxxxxxx
Telecopier:_______________
(b) Severability. Nothing in this Agreement shall be construed so as to
require the commission of any act contrary to law and wherever there is any
conflict between any provision of this Agreement and any law, statute,
ordinance, order or regulation, the latter shall prevail, but in such event any
necessary action will be taken to bring it within applicable legal requirements.
If any provision of this Agreement should be held invalid or unenforceable, the
remaining provisions shall be unaffected by such a holding.
(c) Complete Agreement. This Agreement contains the entire Agreement and
understanding between the parties relating to the subject matter hereof, and
supersedes any prior understandings, agreements or representations by or between
the parties, written or oral, relating to the subject matter hereof.
(d) Successors or Assigns. This Agreement and the rights and obligations
of the parties hereto shall bind and inure to the benefit of any successor or
successors of the Company by way of reorganization, merger or consolidation and
any assignee of all or substantially all of its business assets, but except as
to any such successor or assignee of the Company, neither this Agreement nor any
rights or benefits hereunder may be assigned by the Company or the Employee.
However, in the event of the death of the Employee all rights to receive
payments hereunder shall become rights of the Employee's estate.
(e) Section Headings. The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.
(f) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
(g) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
(h) Waiver. The waiver of the breach of any term or provision of this
Agreement shall not operate as or be construed to be a waiver of any other or
subsequent breach of this Agreement.
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15. Employee Acknowledgement. EMPLOYEE REPRESENTS THAT HE HAS HAD AMPLE
OPPORTUNITY TO REVIEW THIS AGREEMENT AND TO CONSULT WITH LEGAL COUNSEL AND A TAX
ADVISOR IN REGARD TO THIS AGREEMENT AND THAT HE HAS READ AND UNDERSTANDS THIS
AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS THAT IT CONTAINS IMPORTANT
CONDITIONS OF THE EMPLOYMENT AND THAT IT EXPLAINS POSSIBLE CONSEQUENCES, BOTH
FINANCIAL AND LEGAL, IF EMPLOYEE BREACHES THE AGREEMENT. EMPLOYEE IS FULLY AWARE
OF THE LEGAL EFFECT OF THIS AGREEMENT AND HAS ENTERED INTO IT FREELY AND
VOLUNTARILY AND BASED ON HIS OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR
PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
on the day and year first above written.
AM COMMUNICATIONS, INC. EMPLOYEE
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxx
-------------------------- ---------------------
Xxxxx X. Xxxxxx Xxxxxx Xxxxxxxx
Chairman & CEO
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