INDUSTRIAL TRAINING CORPORATION
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EMPLOYMENT AGREEMENT
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This Agreement made by and between Industrial Training
Corporation (hereinafter called the "Company") and Robert F. VanStry
(hereinafter called the "Executive").
1. Employment. The Company agrees to employ the Executive
as Vice President, with such duties as may be reasonably assigned to
him/her from time to time by the Board of Directors of the company then in
office, or its designee.
2. Acceptance. The Executive hereby accepts employment upon
the terms and conditions set forth in this Agreement. During the Term of
this Agreement, and subject to the provisions of Section 6(a) of this
Agreement, the Executive agrees to devote his/her full business time and
services to the faithful performance of the duties which may be reasonably
assigned to him/her and which are consistent with his/her Executive office
under Section 1 of this Agreement.
3. Compensation. For all services rendered by the Executive
under this Agreement, the Company shall pay the Executive a basic salary
of $54,000 per year, payable in periodic installments in accordance with
the Company's normal payroll practices for salaried employees. Nothing
herein shall affect the eligibility of the Executive to receive salary
increases, bonus awards, stock option grants, pension, profit-sharing
arrangement, employee benefits and the like which the Company may from
time to time grant or make available to the Executive. Once each year,
consideration shall be given by the Board of Directors of the Company to a
salary increase for the Executive and whether to award a bonus to the
Executive, and if so, in what amount.
4. Term. The initial Term of this Agreement shall begin on
January 1, 1987 (the initial "commencement date") and shall continue
thereafter for one year through December 31, 1987. The second Term of
this Agreement shall, without further action on the part of the Company or
the Executive, automatically begin on January 2, 1987, and shall continue
thereafter for one year through January 1, 1988. Each subsequent and
successive Term of this Agreement shall automatically begin on the
calendar day next following the commencement date of the immediately
preceding Term (i.e., on January 3, 1987, on January 4, 1987, etc.) and
shall continue thereafter for one year (i.e., through January 2, 1988,
through January 3, 1988, etc.), unless terminated in accordance with the
provisions of Section 5 of this Agreement.
5. Termination. Unless the parties otherwise agree in
writing, termination of this Agreement in accordance with the provisions
of this Section shall also constitute termination of the Executive's
employment with the Company without the need for further notice or action
by either party.
(a) Incapacity. In the event the Executive shall be unable
to perform his/her duties owing to illness or other incapacity for a
period of more than 90 consecutive days or an aggregate of 120 days in any
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12 month period, the Company may, at its option, by written notice
addressed to the Executive, and sent subsequent to such 90 days or 120
days, terminate this Agreement as of a date to be specified in such
notice, but not less than 30 days after the date of the sending of such
notice; provided, however, that if prior to the date specified in such
notice the Executive's illness or other incapacity shall have terminated
and he/she shall have satisfactorily taken up and performed his/her duties
under this Agreement, the notice of termination shall be disregarded, and
this Agreement shall continue in full force and effect. (See Sections 11
and 12 of this Agreement for medical, sick leave and disability benefits).
(b) Death. In the event of the Executive's death during the
term of his/her employment hereunder, this Agreement shall terminate as of
the date of death, and the Executive's spouse, or such other person whom
the Executive shall have designated in writing to the Company, shall be
paid the Executive's then prevailing salary prorated to the date of the
Executive's death. The Company shall also pay to such spouse, or such
other designated person, a death benefit of $5,000.
(c) Withdrawal from Business. The Company shall terminate
this Agreement upon 60 days written notice to the Executive of a bona fide
decision by the Company to wind up its business and liquidate its assets
(other than in connection with a merger, consolidation, or other event
specified in Section 7), and all rights and obligations of both parties
hereto (except those under Section 6(d) hereof) shall cease upon such
termination. In this event, the Executive shall be paid his/her then
prevailing salary prorated to the date of termination.
(d) Termination by the Company With Notice. The Company may
terminate this Agreement for a reason not set forth in Section 5(a) or
5(c) at any time upon 60 days written notice to the Executive. In this
event the Executive shall be paid his/her then prevailing salary prorated
to the date of termination, and, in addition a termination allowance equal
to 10 months' salary, based upon the highest annual salary rate paid the
Executive during the Term of this Agreement. The termination allowance
may, at the option of the Company, be paid in periodic installments over
the first 10 months following termination in accordance with the Company's
regular payroll periods or over such lessor period as the Company may
determine with the concurrence of the Executive.
(e) Termination by the Executive with Notice. The Executive
may terminate this Agreement at any time upon 4 months written notice to
the Company, in which event the Executive shall be paid his/her then
prevailing salary prorated to the date of termination. In the event the
parties cannot agree as to whether the termination was, in effect, a
termination by the Company or by the Executive, the parties shall submit
such dispute for arbitration, as provided for in Section 16 of this
Agreement. During a period of 6 months following any such termination by
the Executive, the Executive agrees to provide such consulting services to
the Company as it may reasonably request, at such time or times within
such period as may be mutually agreed upon between the Company and the
Executive. The Executive shall be compensated for any such consulting
services at 120% of the daily rate when last employed by the Company plus
reimbursement for any reasonable out-of-pocket expenses incurred by the
Executive in rendering such consulting services.
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6. Outside Business Interests, Employee Solicitation and
Company Property.
(a) Without the written consent of the Board of Directors of
the Company, which consent shall not be unreasonably withheld, the
Executive agrees that during the Term of this Agreement he/she will not be
affiliated with any competitor, supplier or customer of the Company, as an
officer, director, partner, employee, agent, consultant (or similar
capacity) or more than a 1% stockholder.
(b) The Executive further agrees that during the Term of this
Agreement he/she will not, directly or indirectly, encourage employees of
the Industrial Training Corporation (hereinafter meaning the Company
and/or any of its subsidiary companies now existing or hereafter formed)
to leave the employ of the Industrial Training Corporation for the purpose
of seeking or obtaining employment in any other activity with which the
Executive intends to become affiliated.
(c) The Executive further agrees that during a period of two
years following the termination of employment, regardless of the reasons
for such termination, he/she will not, directly or indirectly, hire,
attempt to hire or encourage employees of the Industrial Training
Corporation to leave the employ of the Industrial Training Corporation.
(d) The Executive further agrees that following the
termination of his/her employment he/she will not, directly or indirectly,
take with him/her or use any Industrial Training Corporation property,
such as drawings, reports, data or proposals, design or manufacturing
information, wage and salary information, records or the like relating or
peculiar to the Industrial Training Corporation's products, research or
development or other activities, nor disclose to any others information of
a privileged nature, without prior written consent of the President of the
Company.
(e) The Executive further agrees that during a period of two
years following the termination of his/her employment he/she will not,
directly or indirectly, participate (on his/her own behalf or on behalf of
any other corporation, venture or enterprise engaged in commercial
activities) in any matters which were the subject of outstanding bids or
solicitations of the Industrial Training Corporation or of bids or
solicitations in preparation by the Industrial Training Corporation during
his/her employ by the Company.
(f) The Executive further agrees that in the event he/she
terminates without giving notice as required by Section 5(e) for a period
of one year following such termination of employment, he/she 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 the Industrial Training Corporation, as constituted during
his/her employment and on the date of termination of his/her 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) The Executive further agrees that the provisions of this
Section 6 are of vital importance to the Company and incorporate crucial
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Company policies and a means of safeguarding valuable proprietary rights
and interests of the Industrial Training Corporation. Accordingly, the
Executive agrees that the Company shall be entitled to injunctive relief,
in addition to all other remedies permitted by law, to enforce the
provisions of this Section 6.
7. Merger or Acquisition. In the event the Company should
consolidate with, or merge into another corporation, or transfer all or
substantially all of its assets to another entity, this Agreement shall
continue in full force and effect.
8. Personnel Policies. To the extent not otherwise set
forth herein, the conditions of employment shall be governed by the
operating and personnel policies of the Company.
9. Vacations. The Executive shall be entitled to a
reasonable vacation each year of his/her term of employment.
10. Medical Expenses. Recognizing that the continued good
health of the Executive and his/her family is of vital concern to the
Company, since such good health is directly related to the services which
the Executive will be expected to render to the affairs of the Company,
the Executive agrees to undergo a thorough and complete medical
examination at least once during each year of his/her term of employment.
The Executive further agrees to have the examining physician report the
findings of each examination to the Company, if so requested. Moreover,
in keeping with the Company's objectives in this regard, the Company
agrees to reimburse the Executive up to $1,000 during each calendar year
of this Agreement for those reasonable medical (including the
aforementioned annual medical examination), dental and optical expenses
incurred by the Executive during each such year in behalf of
himself/herself and his/her immediate family if such expenses are not
otherwise reimbursed to the Executive through insurance. The unused
reimbursement in one calendar year will be carried forward up to a maximum
of $3,000; expenses not reimbursed in one calendar year can be submitted
for reimbursement in subsequent years. The Company, at its own expense,
shall also provide the Executive with medical insurance coverage under its
group medical insurance plan.
11. Sick Leave Benefits and Disability Insurance. During
his/her absence owing to illness or other capacity, the Executive shall be
paid sick leave benefits at his/her then prevailing salary rate, reduced
by the amount, if any, of Worker's Compensation or disability benefits
under the Company's group disability insurance plan. The Company, at its
own expense, shall provide the Executive with disability benefits under
its group disability insurance plan.
12. Life Insurance. The Company, at its own expense, shall
provide the Executive with life insurance benefits under its group life
insurance plan.
13. Breach of Agreement. In addition to any other remedy
available to the Company in the event of a material breach by the
Executive of any of the covenants set forth in this Agreement, the
Company's obligation to pay the Executive any incentive payouts, deferred
compensation, termination allowance or other benefits accrued but unpaid
as of the date of such breach (except any vested rights the Executive may
have under a Company Profit Sharing Retirement Plan) shall terminate, as
will the Executive's right to exercise any unexercised stock options.
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14. Waivers of Breach. Any waiver by either party of a
breach of any provision of this Agreement shall not operate as or be
construed as a waiver of any subsequent breach.
15. Disputes and Arbitration. Any dispute arising out of or
concerning this Agreement, which is not disposed of by agreement between
the two parties, shall be decided by an Arbitrator chosen by the parties.
Either party may initiate an arbitration action by a written notification
to the other. The parties agree to choose the Arbitrator within 15 days
thereafter. The Arbitrator will follow the rules for arbitrations of the
American Arbitration Association to the extent that said rules are not
inconsistent with the terms and conditions of this Section. The decision
of the Arbitrator shall be final and conclusive in the absence of
statutory grounds for setting it aside. If the Executive prevails in the
arbitration proceedings, the Company shall immediately reimburse the
Executive for the out-of-pocket costs of such proceedings, including
reasonable attorney's fees, and pay to him/her the amount of the
arbitration award, whether or not the Company seeks to have the award set
aside. The Executive shall not be reimbursed for the costs that he/she
may sustain on an appeal by him/her of the Arbitrator's decision.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on January 7, 1987.
EXECUTIVE INDUSTRIAL TRAINING CORP.
/s/ Robert F. VanStry /s/ James H. Walton
Robert F. VanStry James H. Walton
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