Exhibit 10.7
EXECUTIVE SEVERANCE AGREEMENT
AGREEMENT, dated as of May 8, 2000, between Halifax Corporation, a
Virginia corporation ("Company"), and Charles L. McNew ("Executive").
WITNESSETH:
WHEREAS, Executive has been employed by the Company in a position
of high responsibility and authority and is presently its chief executive
officer, and
WHEREAS, it is in the best interest of the parties hereto that
orderly and equitable provisions be made in the event of termination of
the Executive.
NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. The Company and the Executive agree that the Executive is employed on
an at-will basis. Unless otherwise specifically provided in a written
agreement signed by both the Company and the Executive, the parties
understand that the Executive is employed for no fixed term or period,
that either the Company or the Executive may terminate the Executive's
employment with the Company at any time with or without a reason, and
that this Agreement creates no contract of employment between the Company
and the Executive.
2. This Agreement shall remain in full force and effect so long as the
Executive continues to be employed by the Company.
3. The Company shall have the right to terminate the Executive's
employment without payment of severance as provided below in the event of
the Executive's death, or on thirty (30) days written notice in the event
that the Executive shall be unable, or shall fail, to perform all of the
services required of his position with the Company as a result of any
mental or physical incapacitating disability, to the extent that such
inability or failure to perform required duties shall exist for any
consecutive ninety (90) day period. The Company's right to terminate the
Executive's employment without payment of severance under this Paragraph
shall not limit or reduce in any way the Executive's right to receive
benefits under any disability insurance or plan maintained by the Company
for the benefit of the Executive.
4. The Executive shall have the right to terminate his employment with
the Company at any time on written notice to the Company indicating the
Executive's desire to retire or to resign from the Company's employment.
5. Except as provided in Paragraph 3 and 4, the Executive's employment
with the Company may be terminated without payment of severance as
provided below only in the event of a termination for cause as defined in
this Paragraph. For the purposes of this Agreement, "Cause" shall be
defined as gross negligence, willful misconduct, fraud, willful disregard
of the Board of Directors' direction or breach of published Company
policy. The Executive may be terminated for Cause only in accordance
with a resolution duly adopted by an absolute majority of the Company's
Board of Directors finding that, in the good faith opinion of the Board
of Directors, the Executive engaged in conduct justifying a termination
for Cause as that term is defined above and specifying the particulars of
the conduct motivating the Board's decision to terminate the Executive.
Such resolution may be adopted by the Board of Directors only after the
Board has provided to the Executive (1) five (5) days advance written
notice of a meeting of the Board called for the purpose of determining
Cause for termination of the Executive, (2) a statement setting forth the
alleged grounds for termination, and (3) an opportunity for the Executive
and, if the Executive so desires, the Executive's counsel to be heard
before the Board.
6. In the event of termination without cause prior to May 7, 2001,
Executive shall receive twelve months of his then current salary.
Thereafter, except in connection with a Change of Control Disposition as
defined in Paragraph 12, if the Executive's employment with the Company
is terminated for any reason other than those set forth in Paragraphs 3,
4 or 5 above, then the Company shall pay to the Executive an amount equal
to twelve (12) months salary based upon the current salary of the
Executive at the time of termination.
7. If following a Change of Control Disposition (herein "Change of
Control Disposition" shall be as defined below in Paragraph 12) of the
Company, the Executive's employment is terminated within one (1) year of
the "Change of Control Disposition Date" (as herein defined below in
Paragraph 12) for any reason other than the reasons set forth in
Paragraphs 3, 4 or 5 above, then the Company shall pay to the Executive
an amount equal to two (2) times the amount that the Company would have
been required to pay the Executive under Paragraph 6 above if the
Executive's employment had been terminated in the absence of a Change of
Control Disposition. In the event Executive is terminated for any reason
within ninety (90) days following the Change of Control Disposition Date,
the Company shall pay to the Executive an amount equal to two (2) times
his then current salary. Notwithstanding the foregoing, maximum
compensation payable to the Executive pursuant to this Paragraph is
limited to no more than 299% of the "base amount" of Executive's
compensation as defined in the Tax Reform Act of 1984 (Section 280G and
applicable regulations thereunder and any amendments thereto).
8. At the time of termination of the Executive's employment for any
reason the Executive shall be paid all other compensation and benefits
due to the Executive at the time of termination.
9. The Executive may elect to receive the compensation payable in
accordance with this Agreement in a lump sum or in equal payments at
intervals no more often than semimonthly, over a period of the
Executive's choice not to exceed the number of months of compensation due
him pursuant to this Agreement.
10. The Executive shall not disclose, publish, or use for any purpose
not directly related to the performance of the Executive's duties for the
Company, or permit anyone else to disclose, publish, or use any
proprietary or confidential information or trade secrets of the Company
at any time during or after his employment with the Company. This
obligation shall continue so long as such information remains legally
protectable as to persons receiving it in a confidential relationship.
Executive agrees to return to the Company all proprietary material which
he possesses on the date of termination of the Executive's active
employment with the Company.
11. For a period of six (6) months following termination of Executive's
employment with the Company for any reason other than "Cause," as defined
in Paragraph 5 above, the Executive shall not (1) directly or indirectly,
sell, market, or otherwise provide any client or previously identified
prospective client of the Company, products or services similar to or in
competition with those sold or distributed by the Company, in any
geographic area in which the Company offers any such products or
services, or (2) participate directly or indirectly in the hiring or
soliciting for employment of any person employed by the Company.
12. By reason of the special and unique nature of the obligations
hereunder, it is agreed that neither party hereto may assign any
interests, rights or duties which the party may have in this Agreement
without the prior written consent of the other party, except that upon
any "Change of Control Disposition" of the Company through purchase,
merger, consolidation, liquidation, change in control by reason of any
single entity (individual or group) other than Research Industries
Incorporated, the Company or a Company Employee Stock Ownership Plan and
Trust, acquiring twenty-five percent (25%) or more of the voting power of
the Company's stock, or sale of all or substantially all of the assets of
the Company to another party whether or not the Company is the surviving
corporation, this Agreement shall inure to the benefit of and be binding
upon the Executive and the purchasing, surviving or resulting entity,
company or corporation in the same manner and to the same extent as
though such entity, company or corporation were the Company.
Notwithstanding the foregoing, a sale of Company stock by Research
Industries Incorporated shall not be included in a "Change of Control
determination. The "Change of Control Disposition Date" shall be that
calendar date on which the Change of Control Disposition event was
consummated and legally binding upon the parties.
13. Any controversy or claim arising out of, or relating to this
Agreement, or its breach, or otherwise arising out of or relating to the
Executive's employment (including without limitation to any claim of
discrimination whether based on race, color, religion, national origin,
gender, age, sexual preference, disability, status as a disabled or
Vietnam-era veteran, or any other legally protected status, and whether
based on federal or State law, or otherwise) by the Company shall be
resolved by arbitration. This arbitration shall be held in Fairfax
County, Virginia in accordance with the model employment arbitration
procedures of the American Arbitration Association. Judgment upon award
rendered by the arbitrator shall be binding upon both parties and may be
entered and enforced in any court of competent jurisdiction.
14. In consideration of any payment made to the Executive pursuant to
this Agreement, the Executive, for himself, his heirs and legal
representatives, releases and forever discharges the Company, its
predecessors, successors or anyone, and all of the past, present or
future officers, directors, agents and employees of the Company from any
and all claims, demands, or causes of action, whether known or unknown,
exactly at the time of payment or arising subsequently thereto, arising
out of or related to the Executive's employment by the Company.
15. This Agreement shall be construed and enforced in accordance with
the laws of the Commonwealth of Virginia.
16. This Agreement constitutes the entire understanding and agreement
between the Company and the Executive with regard to all matters herein.
This Agreement may be amended only in writing, signed by both parties
hereto.
In witness whereof the parties have executed this Agreement to be
effective the day and year first above written.
HALIFAX CORPORATION
By:
Chairman of the Board
EXECUTIVE
Charles L. McNew