EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into on March 4,
2008, by and between Richard Gold, an individual ("Executive"), and CalAmp
Corp., a Delaware corporation (the "Company").
RECITALS:
A. It is the desire of the Company to assure itself of the
continued services of Executive by engaging Executive to perform such
services under the terms hereof.
B. Executive desires to commit himself to serve the Company on the
terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth below, the parties hereto
agree as follows:
1. Employment by the Company and Term.
(a) Full Time and Best Efforts. Subject to the terms set
forth herein, the Company agrees to employ Executive as President and Chief
Executive Officer of the Company, and in such other executive capacities as
may be requested from time to time by the Board of Directors of the Company
or a duly authorized committee thereof, and Executive hereby accepts such
employment. Executive shall render such other services for the Company and
corporations controlled by, under common control with or controlling,
directly or indirectly, the Company, and to successor entities and assignees
of the Company (the "Company's Affiliates") as the Company may from time to
time reasonably request and as shall be consistent with the duties Executive
is to perform for the Company and with Executive's experience. During the
term of his employment with the Company, Executive will devote his full time
and use his best efforts to advance the business and welfare of the Company,
and will not engage in any other employment or business activities for any
direct or indirect remuneration that would be directly harmful or
detrimental to, or that may compete with, the business and affairs of the
Company or the Company's Affiliates, or that would interfere with his duties
hereunder.
(b) Duties. Executive shall serve in an executive capacity
and shall perform such duties as are customarily associated with his
position, consistent with the Bylaws of the Company and as reasonably
required by the Company's Board of Directors (the "Board").
(c) Company Policies. The employment relationship between the
parties shall be governed by the general employment policies and practices
of the Company, including but not limited to those relating to protection of
confidential information and assignment of inventions, except that when the
terms of this Agreement differ from or are in conflict with the Company's
general employment policies or practices, this Agreement shall control.
(d) Term. The initial term of employment of Executive under
this Agreement shall begin as of the date hereof for an initial term ending
on March 4, 2009 (such period, the "Initial Term"), subject to the
provisions for termination set forth herein and renewal as provided in
Section 1(e) below.
(e) Renewal. Unless either party shall have given the other
notice that this Agreement shall not be renewed at least thirty (30) days
prior to the end of the Initial Term, the term of this Agreement shall be
automatically extended for a period of one (1) year, such procedure to be
followed in each such successive year. Each extended term shall continue to
be subject to the provisions for termination set forth herein. Failure by
the Company to renew this Agreement shall constitute termination without
cause or disability and Executive shall be eligible for severance in
accordance with Sections 6(d) and 6(f) or, if applicable, Sections 6(e) and
6(f).
(f) Resignation. By execution of this Agreement, Executive
hereby tenders his resignation as Chairman of the Board of Directors of the
Company, which resignation will be immediately effective. Notwithstanding
the foregoing, Executive shall continue to serve in his capacity as a
director of the Company.
2. Compensation and Benefits.
(a) Salary. Executive shall receive for services to be
rendered hereunder a salary at the rate of Thirty-Five Thousand Four Hundred
Sixteen Dollars and Sixty-Seven Cents ($35,416.67) per month payable at
least as frequently as monthly and subject to payroll deductions as may be
necessary or customary in respect of the Company's salaried employees (the
"Base Salary"). The Base Salary will be reviewed by and shall be subject to
adjustment at the sole discretion of the Board of Directors of the Company
each year during the term of this Agreement.
(b) Participation in Benefit Plans. During the term hereof,
Executive shall be entitled to participate in any group insurance,
hospitalization, medical, dental, health, accident, disability or similar
plan or program of the Company now existing or established hereafter to the
extent that he is eligible under the general provisions thereof. The
Company may, in its sole discretion and from time to time, amend, eliminate
or establish additional benefit programs, as it deems appropriate.
Executive shall also participate in all standard fringe benefits offered by
the Company to any of its Executive Officers.
(c) Vacation. Executive shall be entitled to a period of
annual vacation time in accordance with the Company's vacation policy, to
accrue pro rata during the course of each such twelve-month period. The
days selected for Executive's vacation must be mutually and reasonably
agreeable to by the Company and Executive.
3. Bonuses.
Executive shall be eligible to participate in the Company's
performance based short term incentive program at a target of eighty percent
(80%) of the Base Salary with performance metrics to be established in
accordance with the terms of the program.
4. Stock Awards.
Executive shall be eligible to participate in the Company's employee
stock award plans and shall be eligible for award of stock options or other
stock incentive awards in accordance with the terms of the Company's stock
award plans and in the discretion of the Committee of the Board
administering such plans.
5. Reasonable Business Expenses and Support.
Executive shall be reimbursed for documented and reasonable business
expenses in connection with the performance of his duties hereunder.
Executive shall be furnished reasonable office space, assistance and
facilities.
6. Termination of Employment.
The date on which Executive's employment by the Company ceases under
any of the following circumstances, shall be defined herein as the
"Termination Date."
(a) Termination Upon Death. If Executive dies prior to the
expiration of the term of this Agreement, the Company shall (i) continue
coverage of Executive's dependents (if any) under all benefit plans or
programs of the type listed above in Section 2(b) herein for a period of six
(6) months, and (ii) pay to Executive's estate the accrued portion of any
salary and vacation earned as of the Termination Date, less standard
withholdings for tax and social security purposes.
(b) Termination Upon Disability. The Company may terminate
Executive's employment in the event Executive suffers a disability that
renders Executive unable to perform the essential functions of his position,
even with reasonable accommodation, as determined by competent medical
authority. After the Termination Date, which in this event shall be the
date upon which notice of termination is given, no further compensation will
be payable under this Agreement except that Executive shall be paid the
accrued portion of any salary and vacation earned as of the Termination
Date, less standard withholdings for tax and social security purposes.
(c) Termination for Cause.
(i) Termination; Payment of Accrued Salary and Vacation.
The Board may terminate Executive's employment with the Company at any time
for Cause, immediately upon notice to Executive of the circumstances leading
to such termination for Cause. In the event that Executive's employment is
terminated for Cause, Executive shall receive payment for all accrued salary
and vacation earned through the Termination Date, which in this event shall
be the date upon which notice of termination is given. The Company shall
have no further obligation to pay severance of any kind whether under this
Agreement or otherwise nor to make any payment in lieu of giving notice of
such termination.
(ii) Definition of Cause. "Cause" means the
occurrence or existence of any of the following with respect to Executive,
as determined by a majority of the directors of the Board: (A)
unsatisfactory performance of Executive's duties or responsibilities,
provided that the Company has given Executive written notice specifying the
unsatisfactory performance of his duties and responsibilities and afforded
Executive reasonable opportunity for cure, all as determined by a majority
of the directors of the Board; (B) a material breach by Executive of any of
his material obligations hereunder that the Company has given Executive
written notice thereof; (C) willful failure to follow any lawful directive
of the Company consistent with Executive's position and duties, after
written notice and reasonable opportunity to cure, all as determined by the
Board; (D) a material breach by Executive of his duty not to engage in any
transaction that represents, directly or indirectly, self-dealing with the
Company or any of the Company's Affiliates which has not been approved by a
majority of the disinterested directors of the Board or of the terms of his
employment; (E) commission of any willful or intentional act which could
reasonably be expected to injure materially the property, reputation,
business or business relationships of the Company or its customers; or (F)
the conviction or the plea of nolo contendere or the equivalent in respect
of a felony involving moral turpitude.
(d) Termination Without Cause or Disability.
(i) Termination; Payment of Accrued Salary and Vacation.
The Company may terminate Executive's employment at any time for other than
Cause or disability, by providing written notice to Executive. In such
event (unless such termination would be covered by Section 6(e) below), the
Company shall pay Executive as severance (A) subject to the last sentence of
this Section 6(d)(i), an amount equal to 24 months of his then Base Salary,
less standard withholdings for tax and social security purposes, payable
over such 24 month term in monthly pro rata payments commencing as of the
Termination Date (such monthly continued payments of Base Salary, the
"Salary Continuation Benefit") and (B) the accrued portion of any vacation
earned, less standard withholdings for tax and social security purposes.
Following the Initial Term, the number of months for which the Salary
Continuation Benefit shall be paid shall be decreased by one month for each
month of service after the Initial Term until Executive has completed 30
months of employment at the Company; provided, that in no event shall
Executive be paid less than 6 months of his then Base Salary.
(ii) No Breach of Sections 7 or 8. Notwithstanding
the foregoing, the Company shall not be obligated to pay any termination
payments under this Section 6(d) if Executive breaches the provisions of
Sections 7 or 8 below.
(iii) Vesting Upon Termination. In the event
Executive's employment is terminated pursuant to this Section 6(d), fifty
percent (50%) of Executive's then unvested equity awards granted under the
Company's stock incentive plans after the Executive became an employee of
the Company shall become vested.
(iv) Release By Executive. In order to receive the
benefits provided by this Section 6(d) or Section 6(e), Executive shall
deliver to the Company at the time of separation of employment a full and
complete release, in form and substance reasonably acceptable to the
Company, of all claims, known or unknown, that Executive may have against
the Company, other than claims for indemnification, workers compensation or
under the Company's 401(k) plan.
(e) Termination Following a Change of Control. If, within the
12-month period following a Change of Control (as defined below), the
Company terminates Executive's employment for other than Cause or disability
or Executive terminates his employment for Good Reason (as defined below),
then (i) seventy five percent (75%) of Executive's then unvested equity
awards granted under the Company's stock incentive plans after the Executive
became an employee of the Company shall become vested and (ii) the
termination payments provided for under Section 6(d) shall extend for a
period of the longer of (X) the number of months that would be payable under
Section 6(d) if the termination had occurred pursuant to such Section or (Y)
12 months. In order to terminate his employment for Good Reason, Executive
must give the Company notice of termination within sixty (60) days of the
occurrence of one of the events included in the definition of Good Reason.
In all other respects Section 6(d) shall remain applicable. The following
definitions shall apply:
(i) "Change of Control" shall mean the consummation of
the first to occur of (A) the sale, lease or other transfer of all or
substantially all of the assets of the Company to any person or group (as
such term is used in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended); (B) the adoption by the stockholders of the Company of a
plan relating to the liquidation or dissolution of the Company; (C) the
merger or consolidation of the Company with or into another entity or the
merger of another entity into the Company or any subsidiary thereof with the
effect that immediately after such transaction the stockholders of the
Company immediately prior to such transaction (or their Related parties)
hold less than 50% of the total voting power of all securities generally
entitled to vote in the election of directors, managers or trustees of the
entity surviving such merger of consolidation; or (D) the acquisition by any
person or group of more than 50% of the voting power of all securities of
the Company generally entitled to vote in the election of directors of the
Company.
(ii) "Good Reason" shall mean the occurrence of any
one or more of the following without Executive's express written consent:
(A) the assignment of Executive to duties materially inconsistent with
Executive's authority, duties, responsibilities and status (including
offices, titles and reporting requirements) as an officer of the Company or
a material reduction in or alteration to the nature or status of Executive's
authority, duties or responsibilities, in each case from those in effect at
the date of the occurrence of the Change of Control; (B) the Company
requiring Executive to be based at a location which is more than fifty (50)
miles further from the Executive's then current primary residence than such
residence is from the Company location at which Executive is then working;
or (C) a reduction in Executive's base salary.
(f) Benefits Upon Termination. All benefits provided under
Section 2(b) hereof shall be extended, at Executive's election and cost, to
the extent permitted by the Company's insurance policies and benefit plans,
for 24 months after Executive's Termination Date, except (i) as required by
law (e.g., COBRA health insurance continuation election) or (ii) in the
event of a termination described in Section 6(a).
(g) Termination by Executive. Executive shall have the right,
at his election, to terminate his employment with the Company upon two
months advance written notice to the Company to that effect; provided,
however, that the Company may in its discretion waive the advance notice
period.
(h) Reduction in Payments. Notwithstanding anything contained
in this Agreement to the contrary, in the event that the payments to
Executive under this Section 6, either alone or together with other payments
Executive has a right to receive from the Company, would not be deductible
(in whole or in part) by the Company as a result of such payments
constituting a "parachute payment" (as defined in Section 280G of the
Internal Revenue Code, as amended (the "Code")), such payments shall be
reduced to the largest amount as will result in no portion of the payments
under this Section 6 not being fully deductible by the Company as the result
of Section 280G of the Code. The determination of any reduction in the
payments under this Section 6 pursuant to the foregoing sentence shall be
made exclusively by the firm of independent public accountants serving as
the Company's principal auditors immediately prior to the Termination Date
(whose fees and expenses shall be borne by the Company), and such
determination shall be conclusive and binding on the Company and Executive.
7. Proprietary Information Obligations.
During the term of employment under this Agreement, Executive will
have access to and become acquainted with the Company's and the Company's
Affiliates' confidential and proprietary information, including, but not
limited to, information or plans regarding the Company's and the Company's
Affiliates' customer relationships, personnel, or sales, marketing, and
financial operations and methods; trade secrets; formulas; devices; secret
inventions; processes; and other compilations of information, records, and
specifications (collectively "Proprietary Information"). Executive shall
not disclose any of the Company's or the Company's Affiliates' Proprietary
Information directly or indirectly, or use it in any way, either during the
term of this Agreement or at any time thereafter, except as required in the
course of his employment for the Company or as authorized in writing by the
Company. All files, records, documents, computer-recorded information,
drawings, specifications, equipment and similar items relating to the
business of the Company or the Company's Affiliates, whether prepared by
Executive or otherwise coming into his possession, shall remain the
exclusive property of the Company or the Company's Affiliates, as the case
may be, and shall not be removed from the premises of the Company under any
circumstances whatsoever without the prior written consent of the Company,
except when (and only for the period) necessary to carry out Executive's
duties hereunder, and if removed shall be immediately returned to the
Company upon any termination of his employment; provided, however, that
Executive may retain copies of documents reasonably related to his interest
as a shareholder and any documents that were personally owned, which copies
and the information contained therein Executive agrees not to use for any
business purpose. Notwithstanding the foregoing, Proprietary Information
shall not include (i) information which is or becomes generally public
knowledge except through disclosure by Executive in violation of this
Agreement and (ii) information that may be required to be disclosed by
applicable law.
8. Noninterference.
While employed by the Company and for a period of two (2) years after
termination of this Agreement, Executive agrees not to interfere with the
business of the Company or any of the Company's Affiliates by directly or
indirectly soliciting, attempting to solicit, inducing, or otherwise causing
any employee of the Company or any of the Company's Affiliates to terminate
his or her employment in order to become an employee, consultant or
independent contractor to or for any other employer.
9. Miscellaneous.
(a) Notices. Any notices provided hereunder must be in
writing and shall be deemed effective upon the earlier of two days following
personal delivery (including personal delivery by telecopy or telex), or the
fourth day after mailing by first class mail to the recipient at the address
indicated below:
To the Company:
CalAmp Corp.
1401 Rice Avenue
Oxnard, California 93030
Attention: Chairman of the Board
Telecopier: (805) 482-5842
To Executive:
Richard Gold
c/o CalAmp Corp.
1401 Rice Avenue
Oxnard, California 93030
Telecopier: (805) 482-5842
or to such other address or to the attention of such other person as the
recipient party will have specified by prior written notice to the sending
party.
(b) Severability. Any provision of this Agreement which is
deemed invalid, illegal or unenforceable in any jurisdiction shall, as to
that jurisdiction and subject to this paragraph be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any
way the remaining provisions hereof in such jurisdiction or rendering that
or any other provisions of this Agreement invalid, illegal, or unenforceable
in any other jurisdiction. If any covenant should be deemed invalid,
illegal or unenforceable because its scope is considered excessive, such
covenant shall be modified so that the scope of the covenant is reduced only
to the minimum extent necessary to render the modified covenant valid, legal
and enforceable.
(c) Entire Agreement. This document constitutes the final,
complete, and exclusive embodiment of the entire agreement and understanding
between the parties related to the subject matter hereof and supersedes and
preempts any prior or contemporaneous understandings, agreements, or
representations by or between the parties, written or oral.
(d) Counterparts. This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
agreement.
(e) Successors and Assigns. This Agreement is intended to
bind and inure to the benefit of and be enforceable by Executive and the
Company, and their respective successors and assigns, except that Executive
may not assign any of his duties hereunder and he may not assign any of his
rights hereunder without the prior written consent of the Company.
(f) Amendments. No amendments or other modifications to this
Agreement may be made except by a writing signed by both parties. No
amendment or waiver of this Agreement requires the consent of any
individual, partnership, corporation or other entity not a party to this
Agreement. Nothing in this Agreement, express or implied, is intended to
confer upon any third person any rights or remedies under or by reason of
this Agreement.
(g) Choice of Law. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the laws
of the State of Delaware without giving effect to principles of conflicts of
law.
10. Attorney's Fees.
In the event of litigation arising under this Agreement or out of or
concerning Executive's employment or termination by the Company, the
prevailing party shall, in addition to all costs of suit, be entitled to
recover his or her reasonable attorney's fees from the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.
EXECUTIVE
/s/ Richard Gold
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Richard Gold
CALAMP CORP.
By: /s/ Frank Perna
-------------------------
Frank Perna
Title: Chairman of the Board