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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
This Agreement dated as of January 30, 1998 is among Galileo
Corporation (the "Company"), a Delaware corporation, and Xxxx X. Xxxxx, Xx. (the
"Executive"). This Agreement is made in connection with the Company's
acquisition of OFC Corporation ("OFC") pursuant to the Agreement and Plan of
Merger dated as of December 30, 1997 (the "Merger Agreement"). The Executive was
the principal stockholder and a key executive of OFC prior to the acquisition.
In order to preserve the value of OFC's goodwill, the Company desires to
continue the employment of Executive and to protect the confidential information
of OFC and the Company after the acquisition.
Accordingly, the parties hereto agree as follows:
1. Employment of Executive. Subject to the terms and conditions of this
Agreement, the Company agrees to employ Executive, and Executive agrees to serve
the Company, as an executive officer of OFC reporting to the Board of Directors
of OFC (the "Board") with such specific duties appropriate for an executive
officer as may be assigned to the Executive from time to time by the Board for a
period of three years commencing on the date hereof, unless earlier terminated
as herein provided. Executive's employment hereunder will be on a full business
time basis, as President of OFC with duties comparable to those heretofore
performed, for the first year and on a one-half time basis, as President
Emeritus of OFC, thereafter. Neither the Company nor Executive shall have any
obligation to continue employment after the term hereof. If Executive remains
employed after the term hereof, Executive's employment and compensation shall be
at will and may be terminated, with or without cause and with or without notice,
at any time at the option of the Company or Executive.
2. Compensation. For all services to be rendered by Executive to the
Company pursuant to this Agreement, the Company shall pay to and provide the
Executive with the following compensation and benefits:
(a) Salary. The Company shall pay to Executive salary at the
rate of $100,000 per year for the first year of employment and $50,000 per year
thereafter, payable in substantially equal installments no less often than
biweekly.
(b) Participation in Benefit Plans. Executive shall be
entitled to participate in all employee benefit plans or programs of the Company
to the extent eligible. The Company does not guarantee the adoption or
continuance of any particular employee benefit plan or program during the term
of this Agreement, and Executive's participation in any such plan or program
shall be subject to the provisions, rules and regulations applicable thereto,
provided that Executive shall receive benefits at least comparable to the
benefits currently provided by the Company to all full-time executives. The
Company shall provide health insurance with coverage comparable to the coverage
currently provided by the Company to executives until Executive is age 65
regardless of the termination of his employment, unless such termination is by
the Company for cause (as defined in Section 3(a)(ii)).
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(c) Expenses. The Company shall reimburse Executive for
ordinary and necessary business expenses in accordance with the general
corporate policy of the Company from time to time in effect.
3. Termination.
(a) Early Termination. Executive's employment hereunder shall
terminate prior to the expiration of the term specified in Section 1:
(i) upon Executive's death or inability by reason of
physical or mental impairment to perform substantially all of Executive's
services as contemplated herein for 60 days or more within any six-month period;
(ii) by the Company for cause in the event of (i)
Executive's willful failure to follow the reasonable directions of the Board or
otherwise perform Executive's duties hereunder (other than as a result of
physical or mental impairment) after written notice of such failure in
reasonable detail is given to Executive by the Company or (ii) intentional or
grossly negligent conduct by Executive that is materially injurious to OFC or
the Company as reasonably determined by the Board, which conduct continues after
written notice thereof in reasonable detail is given to Executive; or
(iii) by the Company without cause, subject to
payment of the amounts specified in Section 3(b).
(b) Severance. If Executive's employment is terminated by the
Company without cause (as defined in Section 3(a)(ii)), the Company will pay
Executive as severance an amount equal to salary at the rates specified in
Section 2(a) for the balance of the term, payable as provided therein. If
Executive's employment is terminated for any other reason, the Company will pay
Executive an amount equal to Executive's then current salary through the date of
termination.
4. Confidential Information, Inventions and Noncompetition.
(a) Confidential Information. During the course of Executive's
employment, Executive may have become or will become aware of information
relating to the operations or business affairs of OFC or the Company that is
treated by them as confidential or proprietary ("Confidential Information").
Executive acknowledges that the Company is and shall at all times remain the
sole owner of the Confidential Information and of all intellectual property
rights relating thereto and Executive agrees not to publish or otherwise
disclose or make available to any third party any Confidential Information and
not to use any Confidential Information for Executive's own benefit or for the
benefit of any third party. Upon termination of this Agreement, or at any time
upon the Company's request, Executive will return to the Company all copies of
Confidential Information in Executive's possession or under Executive's control.
Confidential Information does not include information which (a) is at
the time of disclosure or later becomes publicly known under circumstances
involving no breach of this agreement by Executive, (b) is generally disclosed
to third parties by the Company without restriction on such third parties, or
(c) is required to be disclosed by a governmental authority or by order of a
court of competent jurisdiction, provided that such disclosure is subject to all
available protection and reasonable advance notice is given to the Company.
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(b) Ownership of Inventions. Any invention, discovery, new
product or business opportunity made, discovered or reduced to practice by
Executive (whether alone or with others) in the course of performing services
for OFC or the Company or arising directly from Confidential Information
acquired by Executive ("Invention") will be the exclusive property of the
Company, and the Company may use or pursue any of them without restriction or
additional compensation to Executive.
To the extent any Invention results in a patentable, copyrightable or
other proprietary invention, Executive hereby assigns and agrees to assign to
the Company all of Executive's right, title and interest in and to any such
invention. Executive agrees to cooperate fully in obtaining patent, copyright or
other proprietary protection for any such invention, all in the name of the
Company and at the Company's cost and expense, and to execute and deliver all
requested applications, assignments and other documents and take such other
measures as the Company may reasonably request in order to perfect and enforce
the Company's rights therein (including transfer of possession to the Company of
all inventions embodied in tangible materials).
(c) Noncompetition. Executive shall comply with his
noncompetition covenant contained in Section 5.15 of the Merger Agreement
notwithstanding any provision of this Agreement for the period specified therein
or for a period of two years following termination of his employment hereunder
for any reason, whichever period expires later.
5. Miscellaneous.
(a) Remedies. Executive agrees that the restrictions contained
in this Agreement are necessary for the protection of the business and goodwill
of OFC and the Company and are reasonable for such purpose. Executive agrees
that any breach of this Agreement will cause the Company substantial and
irreparable damage and, therefore, in the event of any such breach, in addition
to such other remedies as may be available, the Company shall have the right to
seek specific performance and injunctive relief without bond.
(b) Notices. Any notice or other communication hereunder shall
be in writing and shall be deemed given when so delivered in person, by
overnight courier (with receipt confirmed) or by facsimile transmission (with
receipt confirmed by telephone or by automatic transmission report) or on the
third business day after being sent by registered or certified mail (postage
prepaid, return receipt requested), addressed, if to the Company, to the
attention of the President, Galileo Corporation, Galileo Park, X.X. Xxx 000,
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 (fax number (000) 000-0000), or to such other
address as the Company may designate in writing at any time or from time to time
to the Executive, and if to the Executive, to the most recent address on file
with the Company.
(c) Integration. This Agreement is the entire agreement of the
parties with respect to the subject matter hereof and supersedes any prior
agreement or understanding relating to Executive's employment with or
compensation by OFC or the Company. This Agreement may not be amended,
supplemented or otherwise modified except in writing signed by the parties
hereto.
(d) Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their successors, assigns, heirs
and personal representatives.
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(e) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
(f) Severability. If any provision hereof shall for any reason
be held to be invalid or unenforceable in any respect, such invalidity or
unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid or unenforceable provision had not been
included herein. If any provision hereof shall for any reason be held by a court
to be excessively broad as to duration, geographical scope, activity or subject
matter, it shall be construed by limiting and reducing it to make it enforceable
to the extent compatible with applicable law as then in effect.
(g) Governing Law. This Agreement shall be governed by the
laws of Massachusetts without regard to its conflict of laws principles.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Agreement as of the date first stated above.
GALILEO CORPORATION
By:______________________________
Title:
_________________________________
XXXX X. XXXXX, XX.
