EMPLOYMENT AGREEMENT
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This Agreement is made as of October __, 1993 by and between
Industrial Training Corporation, a Maryland Corporation ("ITC") and Steven
L. Roden of Atlanta, Georgia ("Roden").
WHEREAS, the parties desire to enter into this Agreement setting
forth the terms and conditions of the employment relationship between ITC
and Roden;
WHEREAS, Roden is currently serving as President of Comsell,
Inc.;
WHEREAS, the Board of Directors of ITC believes it is in the best
interests of ITC to enter into this Agreement with Roden in order to
assure continuity with respect to the operations of Comsell, Inc. which is
being acquired by ITC contemporaneous with the execution of this
Agreement; and
WHEREAS, the Board of Directors of ITC has approved and
authorized the execution of this Agreement with Roden to take effect as of
the date first written above;
NOW THEREFORE, it is agreed as follows:
1. Employment. Roden is employed by ITC and shall have such
powers and duties as may from time to time be prescribed by the President,
Chief Executive Officer and Board of Directors of ITC. Roden shall devote
his best efforts and substantially all his business time and attention to
the business and affairs of ITC's Comsell operations, unless directed
otherwise by the President, Chief Executive Officer and Board of
Directors.
2. Compensation. ITC agrees to pay Roden during the term of
this Agreement an annual salary at the rate of $120,000 per year, payable
in accordance with ITC's regular payroll practices for executive
employees.
3. Bonus/Incentive Compensation. ITC agrees that for 1993
Roden will be considered for incentive compensation on terms consistent
with those for comparable executives as described in the 1993 ITC
Incentive Compensation Plan.
4. Stock Options. Attached to this Agreement is a letter
executed on behalf of the ITC Stock Option Committee pursuant to which
Roden is granted options to purchase 30,000 shares of ITC Common Stock on
the terms and conditions set forth therein.
5. Benefits.
(A) Participation in Retirement and Benefit Plans. Roden
shall be entitled to participate in all ITC plans relating to pension,
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Steven L. Roden
Page 2
thrift, bonus, deferred profit-sharing, group life insurance, medical or
disability coverage, education or other retirement or employee benefits
that ITC may adopt or maintain for the benefit of its employees generally.
If and to the extent that any such plans or programs provide for waiting
periods or length of service requirements or vesting requirements or level
of benefits based upon length of service, service by Roden with Comsell,
Inc. shall be deemed to have been service with ITC for purposes of such
plans or programs.
(B) Fringe Benefits. Roden shall be eligible to participate
in any other fringe benefits which may be or become applicable to ITC's
employees generally.
6. Term. The term of employment under this Agreement shall
be a period of one year, commencing as of the date of this Agreement.
Thereafter, this Agreement shall be renewed for an additional period of
one year without further action on the part of either party unless notice
of non-renewal is given not less than 60 days prior to the scheduled
termination date.
7. Standards. Roden shall perform his duties under this
Agreement in accordance with such reasonable standards as are established
from time to time by the President, Chief Executive Officer and Board of
Directors.
8. Vacations. Roden shall be entitled, without loss of pay,
to absent himself voluntarily from the performance of his duties under
this Agreement, all such voluntary absences to count as vacation time,
without loss of pay, provided that:
(a) Roden's entitlement to paid vacation time shall be
in accordance with policies established in ITC's employee or
personnel manual or otherwise generally in effect for its
employees; and
(b) the timing and duration of vacations shall be
scheduled in a reasonable manner consistent with Roden's
obligations as an employee of ITC and after consultation with the
President and Chief Executive Officer.
9. Termination.
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(A) Roden's employment under this Agreement may be terminated
at any time by the Board of Directors. Upon termination of Roden by ITC
other than for "cause" Roden shall be entitled to receive in satisfaction
of all obligations under this Agreement and as an ITC employee an amount
equal to one year's compensation in the amount set forth in Section 2 of
this Agreement. Roden shall have no right to receive compensation or
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Steven L. Roden
Page 3
other benefits under this Agreement for any period after termination for
"cause." For purposes of this Agreement, termination for "cause" shall
include termination for personal dishonesty, incompetence, willful
misconduct, breach of a fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule, regulation (other than a law, rule or regulation relating to a
traffic violation or similar offense) or final cease-and-desist order, or
material breach of any provision of this Agreement.
(B) This Agreement may be terminated by Roden at any time
upon 60 days written notice to ITC or upon such shorter period as may be
agreed upon between Roden and the Board of Directors. In the event of
such termination, Roden shall be entitled to receive in satisfaction of
all obligations under this Agreement and as an ITC employee an amount
equal to 90 days compensation at the rate set forth in Section 2 of this
Agreement; provided, however, that in the event Roden shall terminate his
employment with ITC during the last 90 days of the term provided for in
this Agreement or any renewal of this Agreement, ITC shall be obligated
only to continue compensate Roden until the scheduled termination date.
(C) In the event of Roden's death during the term of this
Agreement, Roden's estate, or such person as Roden may have previously
designated in writing, shall be entitled to receive the salary due to
Roden through the last day of the calendar month in which his death shall
have occurred.
10. Disability. If Roden shall become disabled or
incapacitated to the extent that he is unable to perform in the capacity
anticipated, he shall be entitled to receive disability benefits of the
type generally provided for employees of ITC. In such event, the rights
of Roden to receive the salary stated in Paragraph 2 hereof shall be
suspended until Roden is able to fully perform his duties.
11. Other Business Interests.
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(A) Roden shall not, during the term of this Agreement, have
any other employment except with the prior approval of the Board of
Directors and that without the written consent of the Board of Directors,
Roden agrees that during the term of this Agreement he will not be
affiliated with any competitor, supplier or customer of ITC, as an
officer, director, partner, employee, agent, consultant (or similar
capacity) or more than a 1% stockholder.
(B) Roden further agrees that during the term of this
Agreement he will not, directly or indirectly, encourage any ITC employees
(including employees of any ITC subsidiary or affiliate now existing or
hereafter formed) to leave ITC's employ for the purpose of seeking or
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Steven L. Roden
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obtaining employment in any other activity with which Roden intends to
become affiliated.
(C) Roden further agrees that during a period of two years
following the termination of employment with ITC, regardless of the
reasons for such termination, he will not, directly or indirectly, hire,
attempt to hire or encourage ITC employees to leave ITC's employ.
(D) Roden further agrees that following the termination of
his employment with ITC, he will not, directly or indirectly, take with
him or use any ITC property, such as drawings, reports, data or proposals,
design or manufacturing information, research or development of other
activities, wage and salary information, customer lists or prospect lists,
records or the like relating or peculiar to ITC, its business or its
products, nor disclose to any others information of a proprietary or
privileged nature, without prior written consent of the President or Chief
Executive Officer.
(E) Roden further agrees that during a period of two years
following the termination of his employment he will not, directly or
indirectly, participate (on his/her own behalf on or behalf of any other
corporation, venture or enterprise engaged in commercial activities) in
any matters which were the subject of outstanding bids or solicitations by
ITC or of bids or solicitations in preparation by ITC during his employ by
ITC.
(F) Roden further agrees that in the event he voluntarily
terminates employment with ITC whether pursuant to Section 9(B) or
otherwise, for a period of one year following such termination, he will
not engage, directly or indirectly, as proprietor, partner, shareholder,
director, officer, employee, agent, consultant, or in any other capacity
or manner whatsoever, in any business activity competitive with the
business of ITC as constituted during his employment and on the date of
termination of employment. If any court of competent jurisdiction shall
determine this covenant to be unenforceable as to either the term or scope
imposed above, then this covenant nevertheless shall be enforceable by
such court as to such shorter term or such lesser scope as may be
determined by the court to be reasonable and enforceable.
(G) Roden further agrees that the provisions of this Section
11 are of vital importance to ITC and incorporate crucial policies and a
means of safeguarding ITC's valuable proprietary rights and interests.
Accordingly, Roden agrees that ITC shall be entitled to injunctive relief,
in addition to all other remedies permitted by law, to enforce the
provisions of this Section 11.
12. Exclusive Agreement; Successors. This Agreement
supersedes any and all prior employment understandings or arrangements
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Steven L. Roden
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between Roden and ITC or Comsell, Inc. and any of its parent companies or
affiliates. This Agreement shall be binding upon and inure to the benefit
of ITC and its successors and assigns. This Agreement is personal to
Roden and Roden may not assign this Agreement.
13. Amendments. No amendments or additions to this Agreement
shall be binding unless in writing and signed by both parties, except as
herein otherwise provided. Failure to assert a breach or any rights under
this Agreement or waiver of a breach of any provision of this Agreement
shall not be construed as a waiver of any subsequent breach.
14. Headings, Severability, Governing Law. The paragraph
headings used in this Agreement are solely for convenience and shall not
affect its interpretation. The provisions of this Agreement are severable
and the invalidity or unenforceability of any one or more shall not affect
the validity or enforceability of the others. This agreement shall be
governed by the laws of the State of Maryland.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first hereinabove written.
INDUSTRIAL TRAINING CORPORATION
By: /s/ G. H. Kaiz
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G. H. KAIZ
Chairman of the Board
STEVEN L. RODEN
/s/ Steven L. Roden
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STEVEN L. RODEN