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EXHIBIT 10.7
XXXXXXX INDUSTRIES INC.
EMPLOYMENT AGREEMENT
This Agreement is made this 31st day of March, 1998, by and between
Xxxxxxx Industries Inc., a corporation organized and existing under the laws of
Delaware ["Company"] with principal offices in Fitchburg, Massachusetts, and
Xxxxxx Xxxxx, an individual with principal residency in Florida ["Employee"].
Company hereby agrees to employ Employee, and Employee hereby accepts
such employment with Company upon the following terms and conditions:
1.0 POSITION AND TITLE. Employee's job title is Vice President of Business
Development. He is directly responsible to the President.
2.0 TERM. The term of this Agreement shall commence on the date hereof and shall
continue hereafter for a period of one (1) year or until sooner terminated by
either party as provided hereinafter; provided, however, that the provisions of
Paragraph 7 shall survive the termination of this Agreement. At lease ninety
(90) days prior to the expiration of this Agreement, Company and Employee will
meet to discuss a possible longer-term agreement, and, if both parties agree,
will negotiate reasonably with one another toward a longer-term agreement.
3.0 BASE COMPENSATION. As Base Compensation, Employee shall be paid the
annualized amount of $120,000 upon such dates as Company customarily pays its
executive employees. Employee's Base Compensation shall be reviewed and adjusted
periodically in accordance with standard corporate policy and procedure.
4.0 BONUS. Employee shall be entitled to participate in any Executive Bonus Plan
[a "Plan"] approved from time to time by the board of directors for Company
executives in general. While there are no guarantees that there will be a Plan
in any particular year, or that any Plan will be funded or paid at any
particular level, Employee is to participate in any such Plan without
discrimination, subject always to the provisions of any such Plan. The terms and
conditions of any Plan are incorporated herein by reference during the term of
such Plan.
5.0 BENEFITS. Employee shall be entitled to participate in any executive
benefits programs approved by the board of directors for Company executives in
general [the "Benefits"]. Employee's participation in any benefit program shall
be at the same level of employee/employer contribution as has been set for all
participants in such plans, in accordance with applicable law.
6.0 AUTOMOBILE. During the course of his active employment with Company and
primarily for business purposes, Employee shall be entitled to the use of a
Company vehicle approved by the President. The use of a Company vehicle is not a
"Benefit" for purposes of Section 8.2 and will be discontinued immediately when
Employee is no longer actively conducting business on behalf of the Company for
any reason whatsoever.
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7.0 TERMINATION.
7.1 Employee may terminate Employee's employment under this Agreement,
with cause, only upon at least ninety (90) days' prior written notice given to
Company.
7.2 Company may terminate this Agreement, with cause, only upon at
least thirty (30) days' prior written notice given to Employee. Company may
require that Employee remain actively on the job during such notice period, but
Employee shall have no right to remain on the job upon receipt of such notice.
7.3 Company and Employee agree that these termination provisions are
fair and reasonable, and that any termination hereof in accordance herewith
shall be without recourse against the terminating party, subject to the
provisions of section 8.0, et seq., hereof. Employee accepts the provisions of
this Agreement in lieu of, and Employee hereby waives, any standard policy
severance to which Employee might otherwise be entitled upon termination of
employment.
8.0 CONFIDENTIALITY, NON-COMPETITION. Employee acknowledges and agrees that his
position with the Company is unique and of singular importance to the success of
the Company. In connection with his performance of duties hereunder, Employee
will necessarily be entrusted with information which are confidential and
proprietary trade secrets of the Company. Employee acknowledges and agrees that
the release of any such information or materials to a third party, without the
express written consent of the Company, would cause immediate and irreparable
harm to the Company.
8.1 Employee shall not disclose to any third party any information or
materials of the Company to the extent that same are proprietary to, or the
"trade secrets" of the Company without limitation as to time.
8.2 Employee shall not compete, directly or indirectly, in North
America, as an employee, agent, consultant, owner, partner or otherwise in any
business entity, in the business engaged in by the Company and shall not offer
to deal with (in his individual capacity or on behalf of any entity in which he
is a shareholder, partner or otherwise has an ownership interest or by which he
is employed), directly or indirectly, nor deal with, directly or indirectly, any
entity or product which competes with, or materially replicates, any product or
service (or is a reasonable extension of such product or service) currently
offered by Company, for so long as Employee receives Base Compensation and
Benefits from Company and for a period of one year thereafter (provided,
however, that nothing contained herein shall prevent or restrict Employee from
owning or acquiring, directly or indirectly, not more than five percent (5%) of
the securities of any publicly traded company for the sole purpose of passive
investment); and
8.3 Employee shall not solicit the employees or former employees of the
Company for the purpose of competing with the Company for so long as Employee is
restricted from competing with Company pursuant to the preceding paragraph.
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9.0 MISCELLANEOUS.
9.1 This Agreement shall be governed by, and construed and interpreted
in accordance with, the laws of Massachusetts, whose courts shall be the
exclusive judicial forum for any and all disputes arising herefrom.
9.2 This Agreement constitutes the sole and entire, integrated
agreement by and between the parties with respect to the subject matter hereof,
and the parties agree that upon the execution and effectiveness of this
Agreement, all prior understandings and agreements (whether written or oral)
between Company and Employee regarding Employee's compensation, benefits,
severance, rights upon termination and employment by Company are hereby
terminated. This Agreement may not be modified except in a writing signed by
both parties. Rights may not be assigned, nor duties delegated, hereunder except
in a writing signed by both parties.
9.3 The provisions of this Agreement are intended to be severable, and
should any court of competent jurisdiction find unenforceable any provision(s)
hereof, the same shall be stricken and the remaining provisions shall continue
to be the enforceable agreement of the parties.
9.4 All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service, if served personally on the party to whom notice is to be
given, or on the third day after mailing, if mailed to the party to whom notice
is to be given, by registered or certified first class mail, postage prepaid,
return receipt requested, or on the date of telecopying, if sent by telecopy, or
on the day after mailing, if mailed by overnight courier service and properly
addressed.
IN WITNESS WHEREOF, the parties have hereunto subscribed on the date
first above-written.
Simond Industries Inc.
By _________________________ ___________________________
Xxxx X. Xxxxxx Xxxxxx Xxxxx
President Employee
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