Exhibit 10.3
EMPLOYMENT AGREEMENT
Between the Registrant and Richard Blake dated April 21, 1999
AMENDED AND RESTATED TRANSFER AGREEMENT
This Amended and Restated Transfer Agreement ("Agreement") is
made and entered into as of the 21st day of April 1999, by and between Hurco
Companies, Inc. ("Company") and Richard Blake ("Blake").
Recitals
A. Blake has been employed by Hurco Europe LTD. ("HEL"),
which is a wholly-owned subsidiary of Company.
B. Blake is currently assigned to and working for
Company pursuant to the terms of that certain Transfer
Agreement dated as of January 1, 1998 (the "Transfer Agreement").
C. Company desires to modify the terms and conditions of its
relationship with Blake and to enter into a new agreement with Blake which
supersedes and replaces any and all previous agreements between Company and
Blake.
D. Blake desires to modify the terms and conditions of his
relationship with Company and to enter into a new agreement with Company which
supersedes and replaces any and all previous agreements between Blake and
Company.
NOW, THEREFORE, in consideration and the mutual promises and
covenants contained herein and the actions taken pursuant thereto, Company and
Blake agree as follows:
1. Employment. Pursuant to the terms and conditions of this Agreement,
Company agrees to employ Blake and Blake agrees to be
employed by Company.
2. Term of Employment. The term of employment under this Agreement shall be for
a period of twenty-one (21) months commencing April 1, 1999, and ending December
31, 2000, unless sooner terminated as provided in this Agreement (the
"Employment Term").
3. Duties and Responsibilities.
1. During the Employment Term, Blake's position shall be
President, Machine Tool Products Division of Hurco
Companies, Inc. Blake also shall perform other such
services related thereto as may be designated from
time to time by Company.
2. During the period April 1, 1999, to March 31, 2000,
Blake will be a resident in the United States. As
part of his regular duties, Blake may be required
from time to time to attend business and educational
meetings and activities, including return visits to
the United Kingdom, for training and other business
purposes. It is mutually understood that Company may
exercise an option to have Blake return to the United
Kingdom at any time due to the business needs of
Company. Notice of such action will be given as much
in advance as is feasible, dependent upon the
existing circumstances at that time. Blake shall
expend his entire time and best efforts performing
his duties under this Agreement.
3. If and when Blake returns to the United Kingdom after
March 31, 2000 and before December 31, 2000, Blake
shall be responsible for special projects or such
other duties as assigned to him by Company's Chief
Executive Officer or the Chief Executive Officer's
designee.
4. During the period April 1, 2000, to December 31,
2000, Blake may reside in the United Kingdom. Company
and Blake acknowledge and agree, however, that
Company may require Blake to make regular business
trips to the United States, which trips shall not
exceed one per month for a period of no more than
three (3) weeks at a time.
5. Company and Blake acknowledge and agree that, during
the period April 1, 2000, to December 31, 2000, if
Blake obtains new employment, this Agreement shall
terminate immediately.
4. Employment Compensation. As his entire compensation for all services to be
rendered by Blake during the Employment Term, Blake shall have and receive a
base salary of One Hundred Twenty-Five Thousand U.S. Dollars ($125,000.00) on an
annualized basis, payable in accordance with Company's customary payroll
practices (the "Base Salary").
During the Employment Term as long as Blake and his family
reside in the United States, Company will pay Blake a foreign
assignment premium at the rate of Ten Thousand U.S. Dollars
($10,000.00) per year, payable in biweekly installments in
accordance with Company's customary payroll practices.
During the Employment Term, Blake shall also be entitled to
all other regular compensation elements as may be provided
from time to time in Company's policies as prepared and issued
by Company.
During the Employment Term as long as Blake and his family
reside in the United States, Company will provide a monthly
housing allowance of One Thousand Five Hundred U.S. Dollars
($1,500.00) for housing and furniture rental. Company agrees
to pay the customary deposits necessary to obtain a rental
residence in the U.S.
All salary and other compensation paid to Blake shall be
subject to all applicable withholdings and deductions,
including without limitation withholdings for United States
and foreign taxes.
5. Bonus. If Blake fulfills his employment obligations under this Agreement and
remains continuously employed by Company through December 31, 1999, then in such
event Blake shall be eligible to receive a performance bonus as established by
Company. A performance bonus for the year 2000 will be determined by Company in
December 1999.
6. Employee Benefits. During the Employment Term, Blake shall be permitted to
participate in and be provided for all employee benefits which may be provided
from time to time by Company at its expense including disability insurance,
group life insurance, 401(k) plan, profit sharing plan, split dollar life
insurance plan, health insurance and deferred compensation plan and other
benefits which Company may from time to time adopt.
7. Holidays and Vacations. During the Employment Term, Blake will follow
Company's holiday schedule and will be eligible for vacation days in accordance
with Company's vacation policy. All vacation days shall be taken in the manner
most convenient to the business of Company. Plans for vacation should be
submitted to Company in advance for approval. Unused days of vacation may not be
carried over to future years.
8. Death or Disability During Employment. If Blake dies or becomes totally and
permanently disabled during the Employment Term, Company shall pay to Blake or
his estate the base salary which would otherwise be payable to Blake if he had
performed services until the end of the month in which his death/disability
occurs. Company shall have no further financial obligations to Blake or to his
estate, except for any applicable employee benefits provided by Company.
9. Termination. This Agreement may be terminated without cause by either Company
or Blake upon the giving of thirty (30) days' notice to the other. This
Agreement shall terminate automatically, without notice, upon the death or
disability of Blake or upon mutual agreement of the parties. During the
Employment Term, Company may terminate this Agreement at any time, without
notice, for cause based on misconduct by Blake that is injurious or otherwise
detrimental to the interests of Company or HEL. If this Agreement is terminated
during the Employment Term for any reason, except by Blake's voluntary
resignation or by Company for cause, Company will pay for the return of Blake
and immediate family to the United Kingdom including coach air fare and air
freight for 1,000 pounds of baggage. If this Agreement is terminated during the
Employment Term by Company without cause, Company will provide Blake severance
pay equal to the lesser of: (i) continuation of the Base Salary for a period of
twelve (12) months following the termination date; or (ii) continuation of the
Base Salary for the period from the termination date to December 31, 2000. Any
such severance pay shall be paid on Company's customary payroll dates and shall
be subject to all applicable tax withholdings and deductions.
10. Other.
a. Vehicle. During the Employment Term, Company will
provide an automobile and reimburse reasonable expenses incurred in connection
with the business operation thereof. Fuel for personal mileage is not included.
Size and model will be of the kind customarily provided to persons of comparable
position in the United States.
b. Family Moving Expenses. Company will pay all reasonable
expenses incurred by Blake and Blake's family in connection with such moves to
and from the United States in accordance with the Company's standard "Relocation
and Move Policy for Current Employees" including all packing, moving and
unpacking of household furnishings, all reasonable travel, meal and lodging
expenses incurred by Blake and his family during such move; and any other
reasonable costs or expenses incurred in connection with such moving including
insurance on personal possessions during such move.
c. Transfer Allowance. It is recognized that there are many
other expenses in connection with an international move which are not covered by
normal moving expense reimbursements. These expenses include replacement of
personal electrical appliances, home cleaning expenses, etc. To reimburse Blake
for these and similar expenses Company will pay a transfer allowance of $3,000,
less applicable taxes, to Blake upon his return to the United Kingdom after
March 31, 2000.
d. Trips Home. Once during the period April 1, 1999 to
March 31, 2000, at a time of Blake's choice, Company will pay coach fare for air
flights for Blake and members of his immediate family for a personal visit to
the United Kingdom and return to the United States.
e. Tax Consultant. Compensation will be taxable during this
assignment. Company will make available a tax consultant to assist with tax
report preparation. If actual taxes owed by Blake on compensation during the
Employment Term exceed taxes that would have been owed if Blake was working in
the United Kingdom, Company will reimburse employee for the difference as
evidenced by a qualified tax consultant.
11. Confidentiality. Blake recognizes and acknowledges that the information
concerning Company's customers and suppliers as they may exist from time to time
and Company's technical and manufacturing processes are unique assets of
Company. Blake agrees to keep confidential and will not disclose, during or
after the term of this Agreement, such information or processes to any person,
firm, corporation or partnership. Blake's obligations under this Section shall
survive the termination of this Agreement.
12. Miscellaneous. The terms and conditions of Company's policies, as from time
to time are in effect, are incorporated herein and shall be a part of this
Agreement. Except as stated in the immediately preceding sentence, this
Agreement contains the entire Agreement between Company and Blake and supersedes
all prior agreements between them, whether oral or written, including without
limitation the Transfer Agreement.
The affairs of Company and HEL, and the contents of this
Agreement are confidential and are not to be disclosed or discussed with any
unauthorized person irrespective of whether such person is an employee of
Company or HEL.
This Agreement and the obligations hereunder shall be
interpreted, construed and enforced in accordance with the laws of the State of
Indiana.
No waiver or any breach of this Agreement shall be deemed or
construed as a waiver of any other breach.
More than one copy of this Agreement may be executed each of
which shall constitute an executed original. Any amendment of this Agreement
shall be effective only if in writing and signed by both Company and Blake.
If any provision of this Agreement shall be held invalid under
applicable law, such provision shall be ineffective only to the extent of such
invalidity, without invalidity to the remaining provisions of this Agreement.
Blake acknowledges and agrees that he has no right to return
to the employment of HEL at any time.
13. Notices. Any notices or other communications required or permitted to be
given under the provisions of this Agreement shall be in writing. All such
notices or communications shall be deemed to have been properly given or served
by hand delivery or by depositing same in the United States mail addressed to
the appropriate party, postage prepaid and registered or certified with return
receipt requested at the following address:
To: Hurco Companies, Inc.
One Technology Way
Indianapolis, Indiana 46268
Attention: Brian D. McLaughlin
To: Richard Blake
One Technology Way
Indianapolis, Indiana 46268
Either party has the right to change the above address by giving thirty (30)
days notice thereof to the other party.
IN WITNESS WHEREOF, Company and Blake have executed this
Agreement intending it to be effective as of the date first above written.
HURCO COMPANIES, INC.
______________________________ By: _______________________________
Richard Blake Brian D. McLaughlin
Chief Executive Officer
Date: _______________________________
Date:__________________________