EXHIBIT 4.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made this ___ day of February, 1996 by and
between RGB COMPUTER & VIDEO, INC., a Florida corporation (the
"Company"), SAF T LOK CORPORATION, a Florida corporation ("STL"),
and XXXXX X. XXXXXX (the "Executive").
Recitals:
A. The Executive is currently the Chief Officer of STL, which
shall by merger become a wholly-owned subsidiary of the Company.
B. The Executive possesses intimate knowledge of the business
and affairs of STL, its policies, personnel and methods of doing
business.
C. The Board of Directors of the Company recognizes that the
Executive's contribution to the growth and success of STL has
been substantial and desires to assure the Company of the Execu
tive's continued employment by STL in an executive capacity and
for STL and to compensate the Executive therefor.
D. The Company's Board has determined that this Agreement will
reinforce and encourage the Executive's continued attention and
dedication to STL.
E. The Executive is willing to continue to make his services
available to STL on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the facts, mutual promises
and covenants contained herein, and intending to be legally bound
hereby, STL and the Executive hereby agree as follows:
1. Employment. STL hereby agrees to continue to employ the Ex
ecutive as Chief Officer of STL and the Executive hereby agrees
so to serve for the period and upon the terms and conditions con-
tained in this Agreement. The Company is agreeable to such emp-
loyment by STL.
2. Duties. The Executive shall perform duties of an executive
character consisting of administrative and managerial responsi-
bilities on behalf of STL and such further duties as shall, from
time to time, be reasonably delegated or assigned to him by STL's
Board consistent with the Executive's abilities. Throughout the
term of this Agreement, the Executive shall devote substantially
all of his working time and attention to the performance of his
duties hereunder in a manner which will faithfully and diligently
further the business and interests of STL.
3. Term. This Agreement shall be for a term of five (5) years,
commencing on the date hereof unless sooner terminated as herein-
after provided (the "Term").
4. Compensation.
(a) The Executive shall receive an annual base salary of
one hundred thousand dollars ($100,000), subject to adjustment in
accordance with subparagraph (c) hereof, payable in reasonable
periodic installments in accordance with the Company's regular
payroll practices in effect from time to time.
(b) In addition to the Executive's base salary, the Execu
tive shall also be entitled to such additional compensation, bo-
nuses and benefits, if any, as shall be determined from time to
time by STL's Board, in its sole authority and discretion, based
upon the performance of STL and the Executive to reflect the val-
ue of the Executive's services to STL.
(c) Commencing on the first anniversary hereof and on each
anniversary thereafter during the Term, the Executive's base xxx-
ary shall be increased by an amount which shall be necessary to
adjust such salary to keep pace with the increase in the Consumer
Price Index (U.S. Average) for Urban Wage Earners and Clerical
Workers, All Items (1967 equals 100), as published by the U.S.
Bureau of Labor Statistics for February of each respective year
compared with February of the previous year.
(d) Throughout the Term and as long as they are kept in
force by the Company, the Executive shall be entitled to partici-
xxxx in and receive the benefits of any profit sharing or retire
ment plans and any health insurance plans or programs made avail
able to executive employees of the Company.
(e) The Executive shall be entitled to receive four (4)
weeks of paid vacation during each year of the Term.
(f) The Executive or his assignee shall be named as benefi
ciary of a disability insurance policy purchased by the Company
pursuant to which the Executive or his assignee shall receive in
surance proceeds equal to the base salary for a one (1) year per-
iod commencing on the date of the determination of disability of
the Executive.
(g) The Executive or his assignee shall be named as benefi
ciary of a life insurance policy purchased by the Company on the
life of the Executive pursuant to which the Executive or his as
signee shall receive life insurance proceeds equal to the annual
base salary in the event of the Executive's death during the
Term.
5. Expenses. STL shall reimburse the Executive for all reason-
able expenses incurred by the Executive in connection with the
performance of the Executive's duties hereunder upon receipt of
vouchers therefor and in accordance with STL's regular reimburse
ment procedures and practices in effect from time to time.
6. Discharge for Cause. STL may discharge the Executive at any
time upon written notice for (a) willful and continuing failure
to perform the Executive's duties and responsibilities hereunder,
(b) a conviction of the Executive for the commission of any fel-
ony or any crime involving moral turpitude, fraud or embezzle
ment, (c) a civil judgment against the Executive involving wilful
gross negligence or wilful gross misconduct resulting in either
case in material harm to STL, or (d) a civil judgment against the
Executive for misappropriation of STL funds or fraud perpetrated
against STL, in which event STL shall have no further obligations
or liabilities hereunder after the date of such discharge.
7. Termination Without Cause. If STL shall discharge the Execu
tive without cause, STL shall (a) pay to the Executive any unpaid
base salary accrued through the effective date of termination and
(b) continue to pay the Executive's base salary for the remainder
of the Term.
8. Company Property. All advertising, sales, manufacturers'
and other materials or articles of information, including, with-
out limitation, materials concerning the processes or products of
STL, data, reports, sales analyses, invoices, price lists or in-
formation, samples or any other materials or data of any kind
furnished to the Executive by STL or developed by the Executive
on behalf of STL or at STL's discretion or for STL's use or oth-
erwise in connection with the Executive's employment hereunder,
are and shall remain the sole and confidential property of STL;
if STL requests the return of such materials at any time during
or after the termination of the Executive's employment, the Execu
tive shall immediately deliver the same to STL.
9. Noncompetition, Trade Secrets, etc.
(a) During the Term and for a period of one (1) year after
the Executive's voluntary termination of his employment with STL
or the termination of the Executive's employment with STL for
cause pursuant to paragraph 6 hereof (but not if the Executive's
employment is terminated without cause pursuant to paragraph 7
hereof), the Executive shall not directly or indirectly induce or
attempt to influence any employee of STL to terminate his employ
ment with STL and shall not engage in (as a principal, partner,
director, officer, agent, employee, consultant or otherwise) or
be financially interested in any business operating in any metro-
politan area in the United States or elsewhere in which STL is
then conducting business, which business is involved in business
activities which are the same as, similar to or in competition
with business activities carried on by STL, or being definitely
planned by STL, at the time of the termination of the Executive's
employment. However, nothing contained in this paragraph shall
prevent the Executive from holding for investment no more than
five percent (5%) of any class of equity securities of a company
whose securities are traded on a national securities exchange.
(b) (i) During the Term and at all times thereafter, the
Executive shall not use for his personal benefit, or disclose,
communicate or divulge to, or use for the direct or indirect ben-
efit of any person, firm, association or company other than the
Company, any material referred to in paragraph 8 above or any
information regarding the business methods, business policies,
procedures, techniques, research or development projects or re-
sults, trade secrets or other knowledge or processes of or devel-
oped by STL or any names and addresses of customers or any data
on or relating to past, present or prospective customers or any
other confidential information relating to or dealing with the
business operations or activities of STL, made known to the Execu
tive or learned or acquired by the Executive while in the employ
of STL.
(ii) In the event that the Executive is required, by
oral questions, interrogatories, requests for information or doc-
uments, subpoena, civil investigative demand or similar process,
to disclose any confidential material, the Executive shall pro-
vide STL with prompt notice thereof so that STL may seek an ap
propriate protective order and/or waive compliance by the Execu
tive with the provisions hereof; provided, however, that if in
the absence of a protective order or the receipt of such a wai-
ver, the Executive is, in the opinion of counsel for STL, com
pelled to disclose confidential material not otherwise disclos-
able hereunder to any legislative, judicial or regulatory body,
agency or authority, or else to be exposed to liability for con
tempt, fine or penalty or to other censure, such confidential
material may be so disclosed.
(c) Any and all writings, inventions, improvements, proces-
ses, procedures and/or techniques which the Executive may make,
conceive, discover or develop, either solely or jointly with any
other person or persons, at any time during the Term, whether
during working hours or at any other time and whether at the re-
quest or upon the suggestion of STL or otherwise, which relate to
or are useful in connection with any business now or hereafter
carried on or contemplated by STL, including developments or ex-
pansions of its present fields of operations, shall be the sole
and exclusive property of STL. The Executive shall make full
disclosure to STL of all such writings, inventions, improvements,
processes, procedures and techniques, and shall do everything
necessary or desirable to vest the absolute title thereto in STL.
The Executive shall write and prepare all specifications and pro-
cedures regarding such inventions, improvements, processes, pro-
cedures and techniques and otherwise aid and assist STL so that
STL shall be the sole and absolute owner thereof in all countries
in which it may desire to have copyright or patent protection.
The Executive shall not be entitled to any additional or special
compensation or reimbursement regarding any and all such writ
ings, inventions, improvements, processes, procedures and techni
ques.
(d) During the periods in which the provisions of subpara
graph (a) shall be in effect, the Executive, directly or indir-
ectly, will not seek business from any Customer (as defined be-
low) on behalf of any enterprise or business other than STL, re-
fer business from any Customer to any enterprise or business oth-
er than STL or receive commissions based on sales or otherwise
from any Customer or any enterprise or business other than STL.
"Customer" means any person, firm, corporation, partnership, as-
sociation or other entity to which STL sold or provided goods or
services during the twelve (12) month period prior to the time at
which any determination is required to be made as to whether any
person, firm, corporation, partnership, association or other en-
tity is a Customer. The Executive further acknowledges and ag-
xxxx that no separate or additional payment will be required to
be made to the Executive in consideration of the Executive's un-
dertakings in this subparagraph (d).
(e) The Executive acknowledges that the restrictions con
tained in the foregoing subparagraphs, in view of the nature of
the business in which STL is engaged, are reasonable and neces-
sary in order to protect the legitimate interests of STL, and
that any violation thereof would result in irreparable injuries
to STL, and the Executive therefore acknowledges that, in the ev-
ent of his violation of any of these restrictions, STL shall be
entitled to obtain from any court of competent jurisdiction pre-
liminary and permanent injunctive relief as well as damages and
an equitable accounting of all earnings, profits and other bene-
fits arising from such violation, which rights shall be cumula
tive and in addition to any other rights or remedies to which STL
may be entitled.
(f) If the period of time or the area specified in subpara-
graph (a) above should be adjudged unreasonable in any proceed
ing, then the period of time shall be reduced by such number of
months or the area shall be reduced by the elimination of such
portion thereof or both so that such restrictions may be enforced
in such area and for such time as is adjudged to be reasonable.
If the Executive violates any of the restrictions contained in
the foregoing subparagraph (a), the restrictive period shall not
run in favor of the Executive from the time of the commencement
of any such violation until such time as such violation shall be
cured by the Executive to the satisfaction of STL.
10. Prior Agreements. The Executive represents to STL that (a)
there are no restrictions, agreements or understandings whatso-
ever to which the Executive is a party which would prevent or
make unlawful his execution of this Agreement or his employment
hereunder, (b) his execution of this Agreement and his employment
hereunder shall not constitute a breach of any contract, agree
ment or understanding, oral or written, to which he is a party or
by which he is bound, and (c) he is free and able to execute this
Agreement and to enter into employment by STL.
11. Miscellaneous.
(a) Neither the failure nor any delay on the part of either
party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privi-
lege preclude any other or further exercise of the same or of any
other right, remedy, power or privilege, nor shall any waiver of
any right, remedy, power or privilege with respect to any occur
rence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver shall
be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.
(b) This Agreement and all questions relating to its valid-
ity, interpretation, performance, and enforcement (including,
without limitation, provisions concerning limitations of ac
tions), shall be governed by and construed in accordance with the
laws of the State of Florida, notwithstanding any conflict-of-
laws doctrines of such state or other jurisdiction to the con
trary, and without the aid of any canon, custom or rule of law
requiring construction against the draftsman.
(c) All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received
when delivered (personally, by courier services or by other mes-
xxxxxx) against receipt or upon actual receipt of registered or
certified mail, postage prepaid, return receipt requested, ad
dressed as set forth below:
(i) If to the Executive: Xxxxx X. Xxxxxx
0000 X.X. Xxxxxx Xxxx Xx.
Xxxxxxx, XX 00000
(ii) If to the Company: RGB Computer & Video, Inc.
00000 X.X. Xxxxxxx Xxx.
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx III
(iii) If to STL: Saf T Lok Corporation
00000 X.X. Xxxxxxx Xxx.
Xxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
Any party may alter the address to which communications are to be
sent by giving notice of such change of address in conformity
with the provisions of this paragraph for the giving of notice.
(d) This Agreement shall be binding upon and inure to the
benefit of STL and its successors and assigns and shall be bind
ing upon and inure to the benefit of the Executive, his heirs and
legal representatives. The Company and STL shall require any
successors (whether direct or indirect, by purchase, merger, con-
solidation or otherwise) to all or substantially all of the busi
ness and/or assets of the Company and STL to assume and agree to
perform this Agreement in the same manner and to the same extent
that the Company and STL would be required to perform if no such
succession had taken place. As used in this subparagraph, the
"Company" and "STL" shall mean the Company or STL, respectively,
as hereinbefore defined and any successor to their respective
businesses and/or assets as aforesaid which otherwise become
bound by all the terms and provisions of this Agreement by opera
tion of law and this Agreement shall be binding upon, and inure
to the benefit of, the Company or STL, respectively, as so def-
ined.
(e) This Agreement may be executed in counterparts, both of
which shall be deemed to be an original as against any party
whose signature appears thereon, and both of which shall together
constitute one and the same instrument. This Agreement shall be-
come binding when counterparts hereof, individually or taken to-
gether, shall bear the signatures of both the parties reflected
hereon as the signatories.
(f) The provisions of this Agreement are independent of and
separable from each other, and no provision shall be affected or
rendered invalid or unenforceable by virtue of the fact that for
any reason any other or others of them may be invalid or unen-
forceable in whole or in part.
(g) This Agreement contains the entire understanding be-
tween the parties hereto with respect to the subject matter here-
of, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied,
oral or written, except as herein contained. The express terms
hereof control and supersede any course of performance and/or us-
age of the trade inconsistent with any of the terms hereof. This
Agreement may not be modified or amended other than by an agree
ment in writing.
(h) The paragraph headings in this Agreement are for con
venience only; they form no part of this Agreement and shall not
affect its interpretation.
(i) In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sun
days and holidays; provided, however, that if the final day of
any time period falls on a Saturday, Sunday or holiday on which
federal banks are or may elect to be closed, then the final day
shall be deemed to be the next day which is not a Saturday, Sun
day or such holiday.
(j) Except for any controversy or claim seeking equitable
relief as provided for in paragraph 9 of this Agreement, any
controversy or claim arising out of or relating to this Agree
ment, or to the interpretation, breach or enforcement thereof, or
any other dispute between the parties, shall be submitted to one
arbitrator and settled by arbitration in West Palm Beach, Flori
da, in accordance with the rules then in effect, of the American
Arbitration Association. Any award made by such arbitrator shall
be final, binding and conclusive on all parties hereto for all
purposes, and judgment may be entered thereon in any court having
jurisdiction thereof.
(k) In the event any controversy or claim arising out of or
relating to this Agreement, or to the interpretation, breach or
enforcement thereof, in any action or proceeding including that
in arbitration as provided for in this Agreement, is commenced to
enforce the provisions of this Agreement, the prevailing parties
shall be entitled to an award by the court or arbitrator, as ap-
propriate, of reasonable attorneys' fees, costs and expenses.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
COMPANY:
SAF T LOK CORPORATION
By:________________________________
Xxxxx X. Xxxxxx, Chairman
EXECUTIVE:
___________________________________
XXXXX X. XXXXXX
The foregoing is agreeable to the
undersigned:
RGB COMPUTER & VIDEO, INC.
By:________________________________
Xxxxxx X. Xxxxxxx III, President
