CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH THREE ASTERISKS AS FOLLOWS***. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED...
Exhibit 10.21
CONFIDENTIAL
TREATMENT REQUESTED
CONFIDENTIAL
TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT
HAS
BEEN REQUESTED IS OMITTED AND IS NOTED WITH THREE ASTERISKS AS FOLLOWS***. AN
UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
BEEN REQUESTED IS OMITTED AND IS NOTED WITH THREE ASTERISKS AS FOLLOWS***. AN
UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
This Employment Agreement (the “Agreement”), made and entered into this 23rd day of April
2007, by and between Globecomm Systems Inc., a Delaware corporation with principal offices located
at 00 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000 (the “Company”), and Xxxxxxx Xxxxx (the “Executive”).
WITNESSETH
WHEREAS, the Company and its wholly owned subsidiary, Snowbird Acquisition Corp. (the
“Subsidiary”) have on the date hereof entered into an Asset Purchase Agreement (the “APA”) with
Xxxxx Bros., Inc. and GlobalSat LLC pursuant to which the Subsidiary will acquire the assets and
business of GlobalSat LLC (the “Acquired Business”);
WHEREAS, the Executive is the general manager of the Acquired Business and an equity holder of
Xxxxx Bros., Inc. and will share in the proceeds of the sale of the Acquired Business to the
Subsidiary; and
WHEREAS, the Company has a need for the Executive’s continued personal services in an
executive capacity; and
WHEREAS, the Executive possesses the necessary strategic, financial, planning, operational and
managerial skills necessary to fulfill those needs; and
WHEREAS, the Company desires to maintain the continuity of its management team and provide the
Executive with incentive to remain with the Company; and
NOW, THEREFORE, in consideration of the mutual promises, terms, provisions, and conditions
contained herein, the parties agree as follows:
1. Position.
The Company hereby agrees to employ the Executive to serve in the role of Vice President of
the Company & General Manager of the Subsidiary (which will change its name following the closing
under the APA to (“ ”), subject to the limitation set forth herein. As such, the Executive
shall be responsible for directing and managing the
Subsidiary subject to the authority of the
President of the Company. The Executive accepts such employment upon the terms and conditions set
forth herein, and further agrees to perform to the best of his abilities the duties generally
associated with his position, as well as such other duties commensurate with his position as Vice
President of the Company and General Manager of the Subsidiary as may be assigned by the President
of the Company. The Executive shall, at all times during the Term, report directly to the
President of the Company. The Executive shall perform his duties diligently and faithfully and
shall devote his full business time and attention to such duties.
2. Term of Employment.
(a) The term of Executive’s employment under this Agreement will commence on the date of the
closing under the APA (the “Effective Date”); provided that if the APA is terminated without a
closing thereunder, this Agreement will terminate and be of no force or effect whatsoever. Subject
to the provisions of Section 10 of this Agreement, the term of Executive’s employment hereunder
shall be for a term of three (3) years from the Effective Date (the “Term”). The last day of the
Term is the “Expiration Date.”
(b) Provided the Company is satisfied with the Executive’s performance during the Term, and
provided the Executive is satisfied with his employment with the Company, the Company and the
Executive shall, at the end of the Term, enter into good faith negotiations for the Executive’s
continued employment with the Company on terms, including but not limited to salary, bonus, and
other benefits, commensurate with those offered by the Company to other Company employees holding
similar positions at that time. Executive acknowledges that the Company’s policy is that
employees, including employees holding positions similar to the Executive, are hired at will and
the Company does not currently provide, nor does it intend to provide in the future, employment
agreements for employees holding positions similar to the one to be held by Executive.
3. Compensation and Benefits.
(a) Salary. Commencing on the Effective Date, the Company agrees to pay the Executive
a base salary at an annual rate of two hundred thousand Dollars ($200,000), payable in such
installments as is the policy of the Company (the “Salary”), but no less frequently than monthly.
The Company shall determine on an annual basis appropriate increases to Executive’s Salary but in
no event shall diminish the amount of Executive’s Salary below the initial rate, or below the
increased rates.
(b) Bonus. (i) The Executive shall be eligible to receive annual bonuses as set forth
below. Subject to the pro rations set forth below in this paragraph and the adjustments in clause
(ii) below, a bonus (the “Bonus”) of $333,333 will be awarded with respect to each of calendar
years 2007 through 2009 in which the Subsidiary contributes EBITDA of ***, *** and *** (the “base
targets”), respectively. Attachment 1 hereto provides the basis from which the base targets were
derived. Since the Effective Date will occur during the course of the 2007 calendar year, both the
base target and the Bonus with respect to 2007 will be multiplied by a fraction, the numerator of
which shall be the number of days in the Term that elapse in 2007 and the denominator of which
shall be 365. The base target for the portion of 2010 during the Term shall be 75% of the 2009
base target
2
and such reduced base target and the Bonus for such period shall be multiplied by a
fraction, the numerator of which shall be the number of days in the Term that elapse in 2010 and
the denominator of which shall be 365. The Bonus shall be payable as soon as practicable following
its determination by the Company’s finance department, but in no event later than 75 days following
the end of the determination period. The Executive hereby acknowledges that the base targets
assume a corporate overhead allocation to be applied to the Subsidiary, in accordance with the
amounts listed in Attachment 1 hereto, and that additional support services not included in the
corporate overhead allocation will be charged to the Subsidiary in accordance with an operating
agreement to be executed between the Company and the Subsidiary following the date of the closing
under the APA. The operating agreement will be in the form attached to the APA. “Additional
support services” as used herein include, without limitation, sales and marketing, engineering,
production, and network services not performed by employees of the Subsidiary.
(ii) Each period’s performance will be treated as “stand alone” and mutually exclusive of the
others. Should EBITDA performance exceed the base target in any period, the Executive will receive
an additional Bonus payment equal to 20% of the incremental dollars over and above the base target.
If EBITDA performance falls short of the base target in any year, the Bonus award will be reduced
by 20% of the total dollar amount below the base target. Should EBITDA performance fall short of
the EBITDA base target by greater than 50%, no bonus will be awarded for that period of
performance.
(iii) During the Term, the Company will not unreasonably interfere with the operations of the
Subsidiary in a manner that would impair the Executive’s ability to earn the Bonus.
Notwithstanding the foregoing sentence, (a) the Subsidiary’s operations shall be managed in a
manner consistent with the overall operations of the Company and its other subsidiaries and subject
to the policies of the Company; and (b) the President and CEO of the Company reserve the right to
allocate resources of the Company, inclusive of the Subsidiary, in a manner that produces the
maximum benefit for the Company, inclusive of the Subsidiary. In the event that any decision of
the President and/or CEO consistent with this clause (iii)(b) impacts the projected EBITDA for the
Subsidiary (in either a positive or negative manner), an adjustment to the Subsidiary EBITDA shall
be made to account for such impact when determining the EBITDA used for calculating the Bonus. The
amount of the adjustment shall be negotiated between the Executive and the President and/or CEO of
the Company.
(c) Benefits. The Executive shall be entitled to participate in all employee benefit
plans which the Company provides or may establish from time to time for the benefit of its
employees, including, without limitation, group life, medical, surgical, dental and other health
insurance, short and long-term disability, deferred compensation, profit-sharing and similar plans.
The Executive shall also be entitled to paid vacation in accordance with the Company’s vacation
policy, and a taxable monthly car allowance in the amount of $500. A description of the benefits
offered as of the date of this Agreement is provided in Attachment 2.
(d) Stock Grant. On the Effective Date, the Company will grant the Executive 10,000
restricted shares of Globecomm Systems Inc. stock in accordance with the terms of the Globecomm
Systems Inc. 2006 Stock Incentive Plan, vesting over three years.
3
(e) Expenses. The Company shall pay or reimburse the Executive for all reasonable
out-of-pocket expenses actually incurred by him during the Term in performing services hereunder,
provided that the Executive properly accounts for such expenses in accordance with the Company’s
policies.
4. Confidentiality, Disclosure of Information.
(a) The Executive recognizes and acknowledges that the Executive has had and will have access
to Confidential Information (as defined below) relating to the business or interests of the Company
or of persons with whom the Company may have business relationships. Except as permitted herein,
the Executive will not during the Term, or at any time thereafter, use, disclose or permit to be
known by any other person or entity, any Confidential Information of the Company (except as
required by applicable law or in connection with the performance of the Executive’s duties and
responsibilities hereunder). The term “Confidential Information” means information relating to the
Company’s business affairs, proprietary technology, trade secrets, patented processes, research and
development data, know-how, market studies and forecasts, competitive analyses, pricing policies,
employee lists, employment agreements (other than this Agreement), personnel policies, the
substance of agreements with customers, suppliers and others, marketing arrangements, customer
lists, commercial arrangements, or any other information relating to the Company’s business that is
not generally known to the public or to actual or potential competitors of the Company (other than
through a breach of this Agreement). This obligation shall continue until such Confidential
Information becomes publicly available, other than pursuant to a breach of this Section 4 by the
Executive, regardless of whether the Executive continues to be employed by the Company.
(b) It is further agreed and understood by and between the parties to this Agreement that all
“Company Materials,” which include, but are not limited to, computers, computer software, computer
disks, tapes, printouts, source, HTML and other code, flowcharts, schematics, designs, graphics,
drawings, photographs, charts, graphs, notebooks, customer lists, sound recordings, other tangible
or intangible manifestation of content, and all other documents whether printed, typewritten,
handwritten, electronic, or stored on computer disks, tapes, hard drives, or any other tangible
medium, as well as samples, prototypes, models, products and the like, shall be the exclusive
property of the Company and, upon termination of Executive’s employment with the Company, and/or
upon the request of the Company, all Company Materials, including copies thereof, as well as all
other Company property then in the Executive’s possession or control, shall be returned to and left
with the Company.
5. Inventions Discovered by Executive.
The Executive shall promptly disclose to the Company any invention, improvement, discovery,
process, formula, or method or other intellectual property, whether or not patentable or
copyrightable (collectively, “Inventions”), conceived or first reduced to practice by the
Executive, either alone or jointly with others, while performing services hereunder (or, if based
on any Confidential Information, at any time during or after the Term), (a) which pertain to any
line of business activity of the Company, whether then
4
conducted or then being actively planned by
the Company, with which the Executive was or is involved, (b) which is developed using time,
material or facilities of the Company, whether or not during working hours or on the Company
premises, or (c) which directly relates to any of the Executive’s work during the Term, whether or
not during normal working hours. The Executive hereby assigns to the Company all of the
Executive’s right, title and interest in and to any such Inventions. During and after the Term,
the Executive shall execute any documents necessary to perfect the assignment of such Inventions to
the Company and to enable the Company to apply for, obtain and enforce patents, trademarks and
copyrights in any and all countries on such Inventions, including, without limitation, the
execution of any instruments and the giving of evidence and testimony, without further compensation
beyond the Executive’s agreed compensation during the course of the Executive’s employment.
Without limiting the foregoing, the Executive further acknowledges that all original works of
authorship by the Executive, whether created alone or jointly with others, related to the
Executive’s employment with the Company and which are protectable by copyright, are “works made for
hire” within the meaning of the United States Copyright Act, 17 U.S.C. § 101, as amended, and the
copyright of which shall be owned solely, completely and exclusively by the Company. If any
Invention is considered to be work not included in the categories of work covered by the United
States Copyright Act, 17 U.S.C. § 101, as amended, such work is hereby assigned or transferred
completely and exclusively to the Company. The Executive hereby irrevocably designates counsel to
the Company as the Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply
for and obtain patents and copyrights and to enforce the Company’s rights under this Section. This
Section 5 shall survive the termination of this Agreement.
Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and
withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively
“Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to
the extent the following is allowed by the laws in the various countries where Moral Rights exist,
the Executive hereby waives such Moral Rights and consents to any action of the Company that would
violate such Moral Rights in the absence of such consent. The Executive agrees to confirm any such
waivers and consents from time to time as requested by the Company.
6. Non-Competition and Non-Solicitation.
The Executive acknowledges that the Company has invested substantial time, money and resources
in the development and retention of its Inventions, Confidential Information (including trade
secrets), customers, accounts and business partners, and further acknowledges that during the
course of the Executive’s employment with the Company the Executive has had and will have access to
the Company’s Inventions and Confidential Information (including trade secrets), and will be
introduced to existing and prospective customers, accounts and business partners of the Company.
The Executive also acknowledges that he is to receive substantial benefits from the transactions
contemplated by the APA and that the Company has a legitimate interest in protecting the goodwill
of the business acquired under the APA. The Executive acknowledges and agrees that any and all
goodwill associated with any existing or prospective customer, account or business partner belongs
exclusively to the Company, including, but not limited to, any goodwill created as a result of
direct or indirect contacts or relationships between
5
the Executive and any existing or prospective
customers, accounts or business partners. Additionally, the parties acknowledge and agree that
Executive possesses skills that are special, unique or extraordinary and that the value of the
Company depends upon his use of such skills on its behalf.
In recognition of this, the Executive covenants and agrees that:
(a) During the period beginning on the Effective Date and ending on the later to occur of (i)
the fourth anniversary of the Effective Date and (ii) the first anniversary of the termination of
the Executive’s employment with the Company and the Subsidiary (the “Restricted Period”), the
Executive may not, without the prior written consent of the Board, (whether as an employee, agent,
servant, owner, partner, consultant, independent contractor, representative, stockholder or in any
other capacity whatsoever) participate in any business that offers products or services competitive
in any way to those that Executive knew were offered by the Company or that were under active
development by the Company during the Term, provided that nothing herein shall prohibit the
Executive from owning securities of corporations which are listed on a national securities exchange
or traded in the national over-the-counter market in an amount which shall not exceed 1% of the
outstanding shares of an such corporation.
(b) During the Restricted Period, the Executive may not entice, solicit or encourage any
Company employee to leave the employ of the Company or any independent contractor to sever its
engagement with the Company, absent prior written consent to do so from the Board.
(c) During the Restricted Period, the Executive may not, directly or indirectly, entice,
solicit or encourage any customer, prospective customer, vendor, strategic partner or business
associate of the Company to cease doing business with the Company, reduce its relationship with the
Company or refrain from establishing or expanding a relationship with the Company.
7. Non-Disparagement.
(a) The Executive hereby agrees that during the Term, and at all times thereafter, the
Executive will not make any statement that is disparaging about the Company, any of its officers,
directors, or shareholders, including, but not limited to, any statement that disparages the
products, services, finances, financial condition, capabilities or other aspect of the business of
the Company. The Executive further agrees that during the same period the Executive will not
engage in any conduct that is intended to inflict harm upon the professional or personal reputation
of the Company or any of its officers, directors, shareholders or employees.
(b) The Company hereby agrees that during the Term, and at all times thereafter, the Company
will not make any statement that is disparaging about the Executive, including, but not limited to,
any statement that disparages the finances, financial condition, capabilities or other aspect of
the Executive The Company further agrees that during the same period the Company will not engage
in any conduct that is intended to inflict harm upon the professional or personal reputation of the
Executive.
6
Nothing herein shall prevent the Company from making factual statements regarding the
Executive’s performance during the Term.
8. Provisions Necessary and Reasonable.
(a) The Executive agrees that (i) the provisions of Sections 4, 5, 6 and 7 of this Agreement
are necessary and reasonable to protect the Company’s Confidential Information, Inventions, and
goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in Section 6
of this Agreement are reasonable and necessary to protect the Company’s business interests in part
because the Company’s business is international in scope; and (iii) in the event of any breach of
any of the covenants set forth herein, the Company would suffer substantial irreparable harm and
would not have an adequate remedy at law for such breach. In recognition of the foregoing, the
Executive agrees that in the event of a breach or threatened breach of any of these covenants, in
addition to such other remedies as the Company may have at law, without posting any bond or
security, the Company shall be entitled to seek and obtain equitable relief, in the form of
specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other
equitable remedy which then may be available.
The seeking of such injunction or order shall not affect the Company’s right to seek and obtain
damages or other equitable relief on account of any such actual or threatened breach.
(b) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof,
are hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of
the covenant or covenants, which shall be given full effect without regard to the invalid portions.
(c) If any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part thereof,
are held to be unenforceable by a court of competent jurisdiction because of the temporal or
geographic scope of such provision or the area covered thereby, the parties agree that the court
making such determination shall have the power to reduce the duration and/or geographic area of
such provision and, in its reduced form, such provision shall be enforceable.
9. Representations Regarding Prior Work and Legal Obligations.
(a) The Executive represents that the Executive has no agreement or other legal obligation
with any prior employer, or any other person or entity, that restricts the Executive’s ability to
accept employment with, or to perform any function for, the Company.
(b) The Executive has been advised by the Company that at no time should the Executive divulge
to or use for the benefit of the Company any trade secret or confidential or proprietary
information of any previous employer unless the Company has written authorization from such
previous employer permitting the disclosure and/or use of such information. The Executive
expressly acknowledges that the Executive has not divulged or used any such information for the
benefit of the Company.
7
(c) The Executive acknowledges that the Executive has not and will not misappropriate any
Invention that the Executive played any part in creating while working for any former employer.
(d) The Executive acknowledges that the Company is basing important business decisions on
these representations, and affirms that all of the statements included herein are true.
10. Termination and Severance.
Notwithstanding the provisions of Section 2 of this Agreement, the Executive’s employment
hereunder may terminate under the following circumstances:
(a) Termination by the Company for Cause. The Company may terminate this Agreement
for Cause at any time, upon written notice to the Executive setting forth in reasonable detail the
nature of such Cause. For purposes of this Agreement, Cause is defined as (i) the Executive’s
willful and material breach of the terms of this Agreement; (ii) the Executive’s commission of any
felony or any crime involving moral turpitude; or (iii) gross negligence or willful misconduct by
the Executive in connection with his position hereunder, or (iv) the Executive’s willful refusal to
perform his duties hereunder. Upon the termination for Cause of Executive’s employment,
the Company shall have no further obligation or liability to the Executive other than for Salary
earned under this Agreement prior to the date of termination, and any accrued but unused vacation.
(b) Resignation by the Executive The Executive may resign his employment hereunder
upon one (1) month’s written notice to the Company. In the event of termination by the Executive
pursuant to this subsection 10(b), the Company may elect to terminate the Executive’s employment
immediately or at any time during the notice period, provided that Company shall be liable to pay
the Executive for the notice period (or for any remaining portion of that period) the Salary and
benefits at the rate of compensation the Executive was receiving immediately before such notice of
termination was tendered.
(c) Death. In the event of the Executive’s death during the Term of this Agreement,
the Executive’s employment hereunder shall immediately and automatically terminate, and the Company
shall have no further obligation or duty to the Executive or his estate or beneficiaries other than
for (a) the Salary earned under this Agreement to the date of termination; (b) a pro-rata portion
of the Bonus earned, if any, to the date of termination, calculated in accordance with subsection
10(e); and (c) any payments or benefits previously vested and due under Company policies or benefit
plans.
(d) Disability. The Company may terminate the Executive’s employment hereunder, upon
written notice to the Executive, in the event that the Executive becomes disabled during the Term
through any condition of either a physical or psychological nature and, as a result, is, with or
without reasonable accommodation, unable to perform the essential functions of the services
contemplated hereunder for (a) a period of one hundred and twenty (120) consecutive days, or (b)
for shorter periods aggregating one hundred twenty (120) days during any twelve (12) month period
during the Term. Such disability shall be confirmed by written determination by two (2) physicians
competent in the applicable area of medicine and/or psychiatry, and Executive shall take all steps
8
reasonably required by the Company to obtain the determinations from such physicians. Any such
termination shall become effective upon mailing or hand delivery of notice that the Company has
elected its right to terminate under this subsection 10(d), and the Company shall have no further
obligation or duty to the Executive other than for (a) Salary earned under this Agreement prior to
the date of termination; (b) a pro-rata portion of the Bonus earned, if any, to the date of
termination, calculated in accordance with subsection 10(e); and any payments or benefits
previously vested and due under Company policies or benefit plans.
(e) In the event of termination of the Executive due to death or disability in accordance with
subsections 10(c) or 10(d), the Company shall, no later than seventy-five (75) days following the
end of month during which such termination occurred, determine the pro-rata portion of the Bonus
due to the Executive or his estate or beneficiaries. The pro-rata portion of the Bonus shall be
determined by applying a percentage to the base target and the Bonus (as each is defined in
subsection 3(b)(i)). The percentage shall be derived by dividing the number of months during the
applicable period that the Executive was actually employed by the Company by twelve (12). The
measurement period for determining the Bonus shall be the period from Jan 1 of the applicable year
through the last day of the calendar month during which the termination occurred. The provisions
of subsection 3(b)(ii) shall apply to reduce or increase the pro-rata Bonus as appropriate.
11. Choice of Law. The Executive acknowledges that a substantial portion of the
Company’s business is based out of and directed from the State of New York. The Executive also
acknowledges that during the course of the Executive’s employment with the Company the Executive
will have substantial contacts with New York. The validity, interpretation and performance of this
Agreement shall be governed by, and construed in accordance with, the internal law of New York,
without giving effect to conflict of law principles. Both parties agree that the exclusive venue
for any action, demand, claim or counterclaim relating to the terms and provisions of Sections 4,
5, 6 and 7 of this Agreement, or to their breach, shall be in the state or federal courts located
in Suffolk County, New York and that such courts shall have personal jurisdiction over the parties
to this Agreement.
12. Indemnification. The Executive shall be entitled to the benefits of the Company’s
indemnification under its certificate of incorporation, and will be covered as an officer under the
Company’s Directors and Officers Liability Insurance policy.
13. Miscellaneous.
(a) Assignment. The Executive acknowledges and agrees that the rights and obligations
of the Company under this Agreement may be assigned by the Company to any successors in interest.
In any event, however, this Agreement shall be binding upon and inure to the benefit of any
successors in interest to the Company. The Executive further acknowledges and agrees that this
Agreement is personal to the Executive and that the Executive may not assign any rights or
obligations hereunder.
(b) Withholding. All salary, bonus and severance payments required to be made by the
Company to the Executive under this Agreement shall be subject to withholding
9
taxes, social
security and other payroll deductions in accordance with the Company’s policies applicable to
employees of the Company at the Executive’s level.
(c) Entire Agreement. Except as specifically set forth herein, this Agreement sets
forth the entire agreement between the parties and supersedes any prior communications, agreements
and understandings, written or oral, with respect to the terms and conditions of the Executive’s
employment.
(d) Amendments. Any attempted modification of this Agreement will not be effective
unless signed by an officer of the Company and the Executive.
(e) Waiver of Breach. The Executive understands that a breach of any provision of
this Agreement may only be waived by an officer of the Company. The waiver by the Company of a
breach of any provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
(f) Severability. If any provision of this Agreement should, for any reason, be held
invalid or unenforceable in any respect by a court of competent jurisdiction, then the remainder of
this Agreement, and the application of such provision in circumstances other than those as to which
it is so declared invalid or unenforceable, shall not be affected thereby, and each such provision
of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
(g) Notices. Any notices, requests, demands and other communications provided for by
this Agreement shall be in writing and shall be effective when delivered by private messenger,
private overnight mail service, or facsimile as follows (or to such other address as either party
shall designate by notice in writing to the other in accordance herewith
If to the Company:
With a copy to:
Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
If to Executive:
Xxxxxxx Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
10
(h) Survival. The Executive and the Company agree that certain provisions of this
Agreement shall survive the expiration or termination of this Agreement and the termination of the
Executive’s employment with the Company. Such provisions shall be limited to those within this
Agreement, which, by their express and implied terms, obligate either party to perform beyond the
termination of the Executive’s employment or termination of this Agreement.
(i) Disclosure and Confidentiality. The Executive agrees to provide, and agrees that
the Company similarly may provide in its discretion, a copy of the covenants contained in this
Agreement to any business or enterprise which the Company may directly or indirectly own, manage,
operate, finance, join, control or in which the Company participates in the ownership, management,
operation, financing or control, or with which the Company may be connected or may become connected
as an officer, director, executive, partner, principal, agent, representative, consultant or
otherwise.
(ii) The Executive also agrees that the Company may disclose a copy of this Agreement if
legally required to do so, and in connection with a partnering transaction or financing, assuming
that an appropriate confidentiality agreement is in place. The Executive further agrees not to
disclose the existence or terms of this Agreement to any person other than the Executive’s
immediate family and legal, financial or accounting professional.
(j) Arbitration of Disputes. Any controversy or claim arising out of this Agreement
or any aspect of the Executive’s relationship with the Company including the cessation thereof
(other than disputes with respect to alleged violations of the covenants contained in Sections 4,
5, 6 or 7 hereof, and the Company’s pursuit of the remedies described in Section 8 hereof in
connection therewith) shall be resolved by arbitration in accordance with the then existing
Employment Dispute Resolution Rules of the American Arbitration Association, in New York, New York,
and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
Except as awarded by the arbitrator pursuant to applicable statutory or legal standards, the
parties shall split equally the costs of arbitration and each party shall pay its own attorneys’
fees. The parties agree that the award of the arbitrator shall be final and binding.
(k) Rights of Other Individuals. This Agreement confers rights solely on the
Executive and the Company. This Agreement is not a benefit plan and confers no rights on any
individual or entity other than the undersigned.
(l) Headings. The parties acknowledge that the headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or construction of this
Agreement.
(m) Advice of Counsel. The Executive and the Company hereby acknowledge that each
party has had adequate opportunity to review this Agreement, to obtain the advice of counsel with
respect to this Agreement, and to reflect upon and consider the terms and conditions of this
Agreement. The parties further acknowledge that each party fully understands the terms of this
Agreement and has voluntarily executed this Agreement.
11
(n) Definition of Company. For the purposes of Sections 4, 5, 6, 7 and 8 hereof, the
term “Company” shall include the Company and all subsidiaries thereof.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year
set forth below.
| EXECUTIVE | Globecomm Systems Inc. | |||||||
/s/ XXXXXXX XXXXX
|
By: | /s/ XXXXX X. XXXXXXXXX
|
||||||
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ATTACHMENT 1
***
ATTACHMENT 2
Summary of Employee Benefits
GLOBECOMM SYSTEMS INC.
EMPLOYEE BENEFITS SUMMARY
EMPLOYEE BENEFITS SUMMARY
This document is intended to provide a brief outline of the major benefits provided by Globecomm
Systems Inc. It is by no means all-inclusive, and employees are urged to refer to individual
Summary Plan Descriptions and the Employee Manual for more detailed information on specific
benefits and policies.
PAYROLL:
ADP distributes our payroll on a biweekly basis with pay dates on alternating Fridays. Should a
holiday fall on a Friday, paychecks will be distributed the preceding workday.
For your convenience, the Company offers Direct Deposit of your payroll to your personal savings
and/or checking accounts.
MEDICAL BENEFITS:
With a payroll deduction, the Company provides medical coverage through HIP Health Plan of New
York’s HIP Access II program. HIP Access II combines the best aspects of different health care
plans — managed care, self-referral, and indemnity — into one flexible plan. You and your
dependents (to age 19, 25 if full-time student) are eligible for this benefit on the 1st
of the month following your employment date. If you live outside of Long Island, you will utilize
their PPO Network with similar benefit levels as the HIP Access II Network.
DENTAL BENEFITS:
With a payroll deduction, the Company provides dental benefits through United Guardian. You and
your dependents (up to age 20, or to 26 if full-time student) are eligible for this benefit on the
1st of the month following your employment date.
| Managed Dental Guard Plan (MDG) Each member selects a primary care dentist (PCD) from the directory of participating general dentists. All covered family members may choose different primary care dentists or the same dentist, based on personal preference. The PCD will perform all dental services and coordinate referrals to network specialists when necessary. Your out-of-pocket expenses are limited to: |
| • | $5 co-pay for each primary care visit | ||
| • | Most diagnostic and preventive services are provided at no charge | ||
| • | A reasonable patient charge applies to each basic and major service | ||
| • | No deductibles and No annual maximum per covered member |
Preferred Provider Dentist Program (PPO):
| By utilizing United Guardian’s network of providers, employees are able to take advantage of reduced fees and maximize their benefits. |
| • | No In-Network Deductible | ||
| • | Out-of-Network Deductible: $50 individual $150 family (Waived for preventive Services) |
| In-Network | Out-of-Network | |||
Diagnostic & Preventive Services:
|
covered at 100% | covered at 80% | ||
Basic Services:
|
covered at 80% | covered at 80% | ||
Major Services:
|
covered at 50% | covered at 50% |
| Annual Maximum Benefit: $2,000 Orthodontia: Lifetime Maximum of $1000 per child under age 19 with 50% coinsurance |
401K PLAN:
After 3 months of service, you are eligible to participate in the GSI 401K Plan beginning with the
next open enrollment period on January 1, April 1, July 1, or October 1. The Plan allows you to
save money, receive company contributions, reduce current taxes and generate tax-sheltered earnings
— all at the same time. You may defer up to 75% of your salary, not to exceed $15,000 for 2006,
plus a catch up contribution limit of $5000, through an automatic payroll deduction, and subject to
approval by the Board of Directors, the Company will match, dollar for dollar, up to 4% of your
compensation, provided you had 1000 hours of service and were employed on the last day of the plan
year. The Plan offers 12 investment options from which to choose, as well as a loan provision.
LIFE INSURANCE / ACCIDENTAL DEATH & DISMEMBERMENT (AD&D):
At no cost to you, the Company provides term life insurance of five (5) times your base annual
salary up to a maximum of $500,000. AD&D coverage provides a benefit for loss of life or limb(s) as
a result of an accident occurring on or off the job. Loss of life benefits would be payable to your
designated beneficiary(ies) either by lump sum or monthly installments. These benefits are
provided through Prudential Insurance Company of America immediately upon employment.
LONG TERM DISABILITY (LTD):
At no cost to you, the Company provides LTD benefits through Prudential Insurance Company of
America immediately upon employment. After an (elimination) period of 90 days of disability, LTD
benefits provide 60% of your monthly base salary to a maximum monthly benefit of $5,000. Benefits
will continue for the duration of your disability or until age 65, whichever occurs first.
2
SHORT TERM DISABILITY (STD):
At no cost to you, the Company provides STD benefits through Zurich Insurance Company. You are
eligible for STD benefits if you are absent from work for more than 7 consecutive days (5 workdays)
due to a non-work related illness or injury. Benefits commence after all available sick time is
used or on the 8th day of disability, whichever occurs first. You are eligible to
receive 50% of your weekly pay to a maximum of $170 per week, for up to 26 weeks.
WORKERS’ COMPENSATION:
At no cost to you, the Company provides workers’ compensation insurance through The State Insurance
Fund or Chubb Insurance Companies immediately upon employment. Workers’ Compensation provides
payment of medical expenses and weekly compensation for extended absences due to work related
illnesses or injuries.
VACATION:
Vacation pay is accrued with each pay period at a rate based on your length of service with the
Company. During your initial 5 years of service, you accrue vacation pay at a rate of 3.08 hours
per pay period, or 10 days per year. During years 6 through 10, you accrue at a rate of 4.62 hours
per pay period, or 15 days per year. Beyond 10 years of service, you accrue at a rate of 6.16 hours
per pay period, or 20 days per year. Unused vacation may be carried over to subsequent years and
accumulated to a maximum of 320 hours. Hours accrued in excess of 320 hours will be paid out
immediately following the end of the fiscal year in which the excess is accrued.
Should you be absent for an extended period beyond 30 days, your vacation pay accrual will cease
until you return to work. Earned and unused vacation pay will be paid out upon termination.
SICK PAY:
The Company provides you with sick pay as a means of income protection during times of illness or
injury, which prevent you from performing your job duties. It may also be used for tending to a
seriously ill member of your immediate family, and physician and dentist office visits. Sick pay is
accrued at a rate of 3.08 hours per pay period, to a maximum of 10 days per year. Sick time is
available to you after completion of 3 months of service. Should you be absent for an extended
period beyond 30 days, your sick pay accrual will cease until you return to work. Unused sick pay
will not be paid out upon termination.
COMPANY PAID HOLIDAYS — 2007
The Company provides the following paid holidays:
President’s Day
|
Thanksgiving Day | |
Memorial Day
|
Day after Thanksgiving | |
Independence Day Floater
|
Christmas Eve Day Observance — Monday, December 24 | |
Independence Day
|
Christmas Eve Day Observance — Tuesday, December 25 | |
Labor Day
|
Holiday Floater — Wednesday, December 26 |
Observance of religious holidays may be done with vacation time or without pay.
To qualify for holiday pay, you must be in a paid work status the scheduled workdays preceding and
following the holiday.
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TUITION REIMBURSEMENT:
The company believes that any individual who desires to continue their education, in addition to
performing their full-time job function, shows a commitment to continually improving themselves
and their value to the organization. To encourage and reward these individuals, GSI offers an
Education Assistance benefit. To qualify for this benefit, you must: receive prior approval from
your supervisor, show evidence the course is job-oriented and offered by an accredited educational
institution, and attain a passing grade. An employee may be reimbursed for a maximum of 15
credits, and not to exceed $11,500 per calendar year per employee.
For courses or seminars that do not provide letter grades, e.g. pass/fail, 100% reimbursement will
be provided for a passing grade based on satisfactory evidence (such as a Continuing Education
Credit Certificate) of completion of the course, subject to the limitation in #5 above.
The reimbursement covers tuition and fees, only, and is directly related to your final grade, as
follows: A = 100% B = 90% C = 75% < C = 0%
PEOPLE’S ALLIANCE FEDERAL CREDIT UNION (PAFCU)
As a Globecomm Systems Inc. employee, you and members of your immediate family (persons related by
blood, marriage or legal adoption) are eligible to join PAFCU. An active account provides you with
lifetime membership even if you retire, move or leave for another job. “Once a member, always a
member” with PAFCU.
HAUPPAUGE SPORTS CENTER
For an annual fee of $100 per year, Globecomm Systems Inc. employees are eligible to join and take
advantage of the fitness center’s many products and services during non-working hours. The Gym is
conveniently located in the Industrial Park, only five minutes from the GSI facility.
FUNERAL (BEREAVEMENT) LEAVE:
The Company provides paid time off in the event of a death of an immediate or extended family
member. Up to 3 days of paid leave will be granted for the death of an immediate family member
(parent, grandparent, parent/brother/sister-in-law, spouse, brother, sister, child, or a relative
living in the same household). One day of paid leave will be granted in the event of a death in
your extended family (aunt, uncle, and cousin). Friends are not covered under this benefit.
ANNUAL SUMMER EVENT
This fun-filled summer evening includes a dinner cruise including music food and drinks for
employees and their significant other.
ANNUAL HOLIDAY DINNER/DANCE:
You and your spouse/guest are invited to share in this festive year-end holiday event.
Effective 4/10/07
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23 April 2007
Xx. Xxxxxxx Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
RE: MEDICAL BENEFITS
Dear Xxxx:
This letter is to clarify Globecomm’s intent with regard to medical benefits available to you under
the Employment Agreement executed between you and Globecomm. As you know, Section 3(c) of the
Agreement specifies that you are “entitled to participate in all employee benefit plans which the
Company provides or may establish from time to time for the benefit of its employees...” Attachment
2 to the Employment Agreement (the Benefits Summary) is a description of the benefits currently
available to Globecomm employees.
As you are also aware, the acquisition of GlobalSat will result in significant changes for
Globecomm, not the least of which is that we will now have a much larger number of employees
located in the Baltimore area. This will require that we re-assess our benefit plans, in
particular medical and dental benefits. To ease the transition, we will maintain the current
benefit plans provided to GlobalSat employees through at least December 31, 2007. For you, this
means that at least during the transition time, you will not have any payroll deduction for medical
insurance premiums, despite what is stated in the Benefits Summary.
Going forward, we plan to review the medical benefits plan currently utilized by GlobalSat and
compare the costs and benefits (including the “intangible” benefits such as employee morale)
against other plans that might be available. Provided it makes financial sense, we intend to keep
the current benefits, including the payroll deductions (or lack thereof), to the maximum extent
possible.
Regards,
/s/ Xxxxx
X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx
CEO
Xxxxx X. Xxxxxxxxx
CEO
