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EXHIBIT 10.3
XXXXXXX INDUSTRIES INC.
EMPLOYMENT AGREEMENT
This Agreement is made this 1st day of June, 1993, 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 Xxxxxxxx, an individual with principal residency in Massachusetts
("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
Manufacturing. He is directly responsible to the President.
2.0 TERM. The term of this Agreement shall commence on the date hereof and
shall continue evergreen hereafter until terminated by either party as
provided hereinafter; provided, however, that the provisions of
Paragraph 7 shall survive the termination of this Agreement.
3.0 BASE COMPENSATION. As Base Compensation, Employee shall be paid his
current rate of compensation upon such dates as Company customarily pays
its executive employees. Employee's Base Compensation shall be reviewed
in accordance with standard corporate policy and procedure.
4.0 BONUS. Employee shall be entitled to participate in any Executive Bonus
Plan approved by the Board of Directors for Company executives in
general. While there are no guarantees that there will be a bonus plan
in any particular year, or that any bonus plan will be funded at any
particular level, Employee is to participate in any such plan without
discrimination.
5.0 BENEFITS. Employee shall be entitled to participate in any Executive
Benefits Program approved by the Board of Directors for Company
executives in general. Additionally, Employee shall be entitled to a
Company vehicle approved by the President as to make, model, and
equipment. 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 TERMINATION
(a) Employee may terminate Employee's employment under this Agreement
only upon at least ninety (90) days' prior written notice given
to Company.
(b) Company may terminate this Agreement only upon at least one (1)
year's prior written notice given to Employee. Company may
require that Employee remain
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actively on the job for a period ending ninety (90) days from the
date of such notice, but Employee shall have no right to remain
on the job upon receipt of such notice.
(c) 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 7.0, et
seq., hereof.
7.0 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.
7.1 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.
7.2 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 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
7.3 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.
8.0 MISCELLANEOUS
8.1 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.
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8.2 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 employment by
Company shall automatically be terminated. It 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.
8.3 The provisions of the 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.
8.4 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.
Xxxxxxx Industries Inc.
by: /s/ Xxxx X. Xxxxxx /s/ Xxxxxx Xxxxxxxx
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Xxxx X. Xxxxxx Xxxxxx Xxxxxxxx
President Employee
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