EMPLOYMENT AGREEMENT WITH JACQUES S. MOSKOVIC
Parties:
RHI HOLDINGS, INC. ("RHI") and JACQUES S. MOSKOVIC. All references to
"you" shall mean Jacques S. Moskovic.
Position:
Your position will be President of Fairchild's Advanced Technologies Division,
reporting directly to the Chief Operating Officer of The Fairchild Corporation
("Fairchild").
Compensation:
Your base salary ("base salary") will be at a rate not less than $100,000 per
year,
payable bi-weekly in accordance with Fairchild's usual payroll policies.
Commencing as of July 1, 1994, but prorated from September 1, 1994 through
June 30, 1995, you will be eligible to participate in Fairchild's Executive
Incentive
Compensation Plan, and to receive additional compensation ("incentive bonus") at
a factor of 50% of your base salary, as the same shall be established from time
to
time; provided, however, any incentive bonus to which you may from time to time
be or become entitled, shall be computed as if your base salary were the greater
of $190,000, or $190,000 plus an amount equal to any increase in your actual
base
salary on a dollar for dollar basis.
Your base salary will be reviewed annually by the Fairchild Compensation and
Stock Option Committee (the "Compensation Committee"), and adjustments, if any,
to your base salary will be at the discretion of the Board of Directors.
Stock Options:
A recommendation shall be made to the Compensation Committee and to
Fairchild's board of Directors for an initial award to you of an option to
acquire up
to 25,000 shares of Class A Common Stock of Fairchild, in accordance with the
1986 Non-Qualified and Incentive Stock Option Plan of Fairchild, as amended.
This plan, provides, inter alia, for vesting of 25% of the shares subject to the
option, on the first anniversary of the award, and for vesting of an additional
25%
of the original number of shares subject to the option, on each anniversary
thereafter.
Automotive Allowance:
You will be eligible to participate in the Fairchild Executive Automobile
Ownership
Plan at a reimbursement rate ($650 per month) equal to that of other senior
officers of Fairchild, other than the CEO.
Other Benefits:
You will be eligible to participate in all Fairchild employee benefit plans but
only to
the extent that you do not receive comparable benefits under your employment
arrangement with Fairchild France. Fairchild employee benefits include
Fairchild's
Group Health Insurance Plan, Fairchild's Pension Plan, Fairchild's Long Term
Disability Plan, and Fairchild's Savings Plan (401(k)), and to receive Fairchild
paid
group life insurance (up to three times base salary).
Physical Examination:
You will be entitled to go the Greenbriar Clinic for an annual physical
examination
at Fairchild expense.
Vacation:
You will be entitled to four weeks vacation per year, in accordance with the
Fairchild vacation policy.
Change of Control:
As a senior office of Fairchild, you will be covered by a "Change in Control"
provision including the same "triggers", and at the same level as other senior
officers of Fairchild, other than the CEO. Any benefits available to you under
such
provision shall be computed as if your base salary were the greater of $190,000,
or $190,000 plus an amount equal to any increase in your actual base salary on
a dollar for dollar basis.
Term:
The initial term of your employment shall commence as of September 1, 1994.
Termination:
If your employment shall be terminated for any reason other than Cause (as
defined below), you shall be entitled to receive as severance the standard and
customary severance package paid by Fairchild to senior officers employed for a
similar time period as you were employed by Fairchild.
Duties:
As President of Fairchild's Advanced Technologies Division, you shall perform
such
reasonable duties with respect to Fairchild Convac GmbH, the activities of
Fairchild
France in countries other than France, Compagnie pour le Developpment Industrial
("CDI"), Fairchild's Advanced Technologies Division and any current or future
business ventures of Fairchild in the semiconductor equipment industry or any
other high technology enterprise as you shall be directed to perform, by the
Chief
Operating Officer and the Board of Directors. You acknowledge that your office
will require your full-time efforts and attention, and that you shall not,
during the
term of your employment, engage in any other business activity, whether or not
such other business activity is for your own behalf or for any other person,
firm,
corporation or other entity (together, a "Person") and whether or not such other
Person is in competition with Fairchild. Notwithstanding the foregoing, you
shall
be allowed to manage and oversee passive investments in noncompeting
businesses, provided that such management and oversight does not interfere with
the performance of your duties for Fairchild.
Confidentiality:
You shall enter into a Confidentiality Agreement and an Agreement to Assign to
Fairchild inventions and designs, whether patentable or not, conceived or
improved
by you during your employment by Fairchild or any affiliate.
Non Competition:
You agree that for a period of 2 years after the expiration or termination of
your
employment by RHI, you shall not, except with the prior written consent of
Fairchild, engage in, be employed by or in any way advise or act for, or have
any
financial interest in any business that is a competitor of Fairchild's Advanced
Technologies Division or any of the companies within such division, all as may
be
determined by the Board of Directors of Fairchild. Notwithstanding the
foregoing,
if you purchase from Fairchild all of Fairchild's interest in CDI under the
terms of
the Stock Repurchase Agreement dated the date hereof, between Fairchild, you
and certain others, you may be employed by CDI so long as CDI does not
compete with any of the companies within the Fairchild Advanced Technologies
Division. Moreover, the ownership of 5% or less of the outstanding voting or
other
securities of any corporation whose shares are listed on a recognized stock
exchange or traded in an over the counter market, even though such corporation
may be a competitor of Fairchild Advanced Technologies Division or any of the
companies within such division, shall not be deemed as constituting a financial
interest in such competitor. Moreover, you agree that for a period of 2 years
after
the expiration of the termination of your employment by RHI, you shall not take
any
action or assist any successor employer or any other entity in recruiting any
employee who had worked for any company in the Fairchild Advanced
Technologies Division (a "Co-Worker") nor shall you in any way solicit, or cause
to
be solicited any Co-Worker to leave the employment of Fairchild or its Advanced
Technologies Division. This includes (a) identifying to your successor employer
or such entity any Co-Worker who has special knowledge concerning Fairchild's
inventions, processes, methods, suppliers, customers or confidential affairs or
(b)
commenting to your successor employer or its agents or such other entity that
the
quantity of work, quality of work, special knowledge or personal characteristics
of
any Co-Worker. You also agree that you will not provide such information to any
prospective employer during an interview preceding possible employment. You
understand that establishing the precise amount of damages for breach of this
provision might be difficult. For that reason, you agree that if you should be
found
to have breached this provision, for each Co-Worker about whom you have
provided information in violation of this provision, liquidated damages for such
violation shall be in the amount of the annual salary of that Co-Worker at
Fairchild.
You understand that the covenants contained in this paragraph shall be deemed
to be a series of separate covenants, one for each line of business for
Fairchild
Advanced Technologies Division. You agree that the character, duration and
geographical scope of this covenant not to compete is reasonable in light of the
circumstances as they exist as of the date of this Agreement. However, should a
determination nonetheless be made by a court of competent jurisdiction that the
character, duration or geographical scope of this covenant not to compete is
unreasonable in light of the circumstances as they then exist, then it is your
intention and agreement that this covenant not to compete shall be construed by
the court in such a manner as to impose only those restrictions on your conduct
that are reasonable in light of the circumstances as they then exist and
necessary
to insure Fairchild the intended benefits of this covenant not to compete. If,
in any
judicial proceeding, a court refuses to enforce all of the separate covenants
deemed included herein because, taken together they are more extensive then
necessary to insure Fairchild of the intended benefit of this covenant not to
compete, you understand and agree that those of such covenants which, if
eliminated, would permit the remaining separate covenants to be enforced in such
proceeding shall, for the purpose of such proceeding be deemed eliminated from
this section.
Cause:
Your employment may be terminated at any time for Cause, which shall include (i)
conduct, at any time, which has involved criminal dishonesty, conviction of any
felony, or conviction of any lesser crime or offense involving the property of
Fairchild, or any of its affiliates, significant conflict of interest, serious
impropriety,
or breach of corporate duty, misappropriation of any money or other assets or
properties of Fairchild, or that of its subsidiaries or affiliates, (ii) willful
violation of
specific and lawful directions form the Fairchild's Chief Operating Officer or
its
Board of Directors, failure or refusal to perform services customarily performed
by
a person in your office, or as otherwise as specifically required by agreement,
or
willful misconduct or gross negligence in connection with the performance of
your
duties, (iii) chronic alcoholism or drug addiction, and (iv) any other acts or
conduct
inconsistent with the standards of loyalty, integrity or care reasonably
required by
Fairchild of its senior management.
Location:
You understand that your obligations under this employment arrangement will
require you to spend considerable time in Germany and the United States. You
agree to spend such time in Germany and the United States as is necessary to
fully and timely satisfy your duties and obligations as President of Fairchild's
Advanced Technologies Division or as may be requested by the Chief Operating
Officer of Fairchild or the Board of Directors of Fairchild or RHI.
Conflicting Arrangements:
You represent and warrant to Fairchild that there is no agreement to which you
are
a party or under which you are bound which would prohibit your employment by
Fairchild, or which would in any other manner interfere with the performance by
you of your duties for Fairchild, its affiliates and subsidiaries.
Governing Law:
Our understandings shall be governed by the laws of the Commonwealth of
Virginia, exclusive of its choice of law provisions.
Binding Effect:
This Agreement supersedes all prior negotiations and represents the entire
Agreement of the parties, and our signatures hereon will bind us hereto. This
Agreement binds and inures to the benefit of Fairchild, its successors and
assigns.
Accepted: Accepted:
RHI HOLDINGS, INC.
Jacques S. Moskovic Donald E. Miller
Vice President
Dated:September 24, 1994 Dated:September 24, 1994