EXHIBIT 10.18
RESTATED EMPLOYMENT AGREEMENT
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This RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the 21st
day of September, 1994 (the "Effective Date"), is by and between SPECTRAVISION,
INC., a Delaware corporation, with offices at 1501 North Plano Road, Richardson,
Texas 75083 (the "Employer"), and RICHARD M. GOZIA, an individual and a resident
of the State of Texas, with an address at 5439 Ridgedale Avenue, Dallas, Texas
75206 ("Employee").
WITNESSETH:
WHEREAS, in recognition of the valuable nature of Employee's financial and
management capabilities to the business of Employer, Employer desires to enter
into this Agreement with Employee to be effective as of the date above first
written (the "Effective Date");
WHEREAS, Employee desires to enter into this Agreement with Employer and to
be employed by Employer in the capacity, for the period, and on the terms and
conditions set forth herein;
WHEREAS, Employee is expected to make a major, necessary, and substantial
contribution to the profitability and financial strength of Employer; and
WHEREAS, Employer's Board of Directors has determined that it is
appropriate to induce Employee to continue his employment with Employer and to
reinforce and encourage the attention and dedication of members of Employer's
management, including Employee, to their assigned duties without distraction in
potentially disturbing circumstances arising from the possibility of a
reorganization, restructuring, bankruptcy or change in control of Employer;
NOW, THEREFORE, for and in consideration of the mutual covenants,
agreements and conditions contained herein, the parties hereto intending to be
legally bound do hereby covenant and agree as follows:
1. Employment.
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(a) Employer hereby agrees to employ Employee, and Employee
hereby agrees to serve Employer, as Executive Vice President and Chief Financial
Officer of Employer, and Employee agrees to perform such duties, functions and
responsibilities commensurate with and appropriate to such position, and as the
same may be from time to time set forth in the By-laws of Employer or otherwise
delegated to Employee.
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 1 OF 15
(b) Employee shall receive from Employer the necessary power and
authority to carry out and discharge such duties, functions and
responsibilities.
(c) Employee shall be a full time employee of Employer and shall
devote his best efforts to the performance, discharge and fulfillment of all
such duties, functions and responsibilities.
(d) Employee will perform his services in Dallas County, Texas,
U.S.A., or at such other location as may be mutually agreed upon by the Board of
Directors of Employer, or their designates, and Employee.
2. Term of Employment.
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(a) Employment of Employee hereunder shall be effective on the
Effective Date and shall, subject to earlier termination pursuant to Section
2(b) hereof, continue for a period of three (3) years thereafter (the
"Employment Period"). The covenants and obligations of Employee pursuant to
Sections 7 and 8 hereof and the obligations of Employer pursuant to Section 5
hereof shall survive the expiration or early termination of this Agreement.
(b) This Agreement shall terminate prior to the expiration of the
term of this Agreement:
(i) upon the death or permanent disability (as defined in
Employer's permanent disability insurance program then in effect covering
Employee) of Employee; provided, however, that Employer shall remain
responsible for and shall satisfy its obligations under its life and
permanent disability insurance programs then in effect covering Employee,
and further provided, however, that in addition to Employer's obligations
to Employee under its life and permanent disability insurance programs then
in effect covering Employee, Employer shall pay (a) to any beneficiary or
beneficiaries designated by the Employee in writing or, if none, to his
estate or other legal representative in the event of Employee's death, or
(b) to Employer in the event of his permanent disability a pro rata portion
of the Annual Base Salary provided for in Section 3(a) to the last day of
the month in which his death occurs and, in lieu of the Annual Incentive
Bonus provided for in Section 3(d), an amount equal to a pro rata portion
(based on the number of months or portions thereof elapsed to the date of
the Employee's death) of the Annual Incentive Bonus, if any, paid or
anticipated to be payable to the Employee in respect of the then current
year of Employee's employment hereunder;
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 2 OF 15
(ii) at Employer's option, pursuant to Section 6 hereof; or
(iii) at Employee's option, pursuant to Section 5 hereof.
3. Compensation.
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(a) In consideration for all of the services to be rendered by
Employee to Employer, Employer shall pay Employee an annual base salary of Two
Hundred Fifty Thousand and no/100 Dollars ($250,000.00), subject, however, to
such increases in annual base salary as provided for in Section 3(b) hereof
(such annual base salary, as it may be increased from time to time hereafter,
being herein referred to as the "Annual Base Salary"). Effective as of January
1, 1995, the Annual Base Salary shall be Two Hundred Sixty-one Thousand Nine
Hundred Seventy-six and no/100 Dollars ($261,976.00).
(b) Employer agrees that Employee's then current Annual Base
Salary shall be increased on each anniversary of the Effective Date of this
Agreement, commencing on said date in 1995, in an amount equal to the greater of
(i) an amount necessary to reflect the increase during the previous twelve (12)
month period commencing on the Effective Date of any given year and ending on
the day immediately preceding the Effective Date of such year in the Consumer
Price Index (as hereinafter defined); or (ii) any increase approved by the Board
of Directors of Employer. For the purpose of this Section 3(b), the Consumer
Price Index shall mean the "Consumer Price Index - Urban Wage Earners, Base Year
1989, "published by the Bureau of Labor Statistics of the United States
Department of Labor, utilizing the columns for Dallas, Texas, "all items," or
any successor index. Each such increase in Employee's Annual Base Salary shall
be made in consideration for the continuing performance by Employee of his
duties, functions and responsibilities as set forth in this Agreement.
(c) The Annual Base Salary shall be paid to Employee in periodic
installments throughout the year in accordance with Employer's normal and
customary pay policy for executive officers of Employer.
(d) In addition to the Annual Base Salary, Employee shall be
eligible to receive annually a bonus (the "Annual Incentive Bonus") targeted at
fifty percent of Employee's then Annual Base Salary for each year beginning
after December 31, 1994 during the term of this Agreement. The amount of the
Annual Incentive Bonus shall be determined and payable pursuant to the terms of
SpectraVision's Management Incentive Bonus Plan (the "Bonus Plan"), based upon
reasonable and obtainable determinations of Net Operating Cash and Targets, as
defined in the Bonus Plan, by the Chairman and Chief Executive Officer and
Compensation Committee of the Board of Directors of Employer pursuant to the
terms of the Bonus Plan. The financial performance of Employer on which
Employee's awards under the Bonus Plan are based shall take into consideration
any adjustments necessary due to unusual, undisclosed or unknown circumstances
existing on or before the date of this Agreement. The Annual Incentive Bonus
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 3 OF 15
may exceed the targeted percentage of fifty percent. For the fiscal year ended
December 31, 1994, Employee shall receive an amount equal to $15,000 as his 1994
Annual Incentive Bonus.
(e) The amount of the Annual Base Salary and any other amounts
payable pursuant to this Agreement are gross amounts due by Employer to Employee
hereunder, and Employer shall have the right to deduct therefrom all taxes and
other amounts which may be required to be deducted or withheld by law
(including, but not limited to, federal income tax withholding and social
security payments), whether such law is now in effect or becomes effective after
the date of this Agreement.
(f) Employer shall cause the SpectraVision, Inc. Management
Incentive Equity Plan Committee to grant to Employee on the Effective Date the
Option ("Option") to purchase One Hundred Thousand (100,000) shares of
SpectraVision, Inc.'s Common Shares (the "Option Common Shares") at the price
reported for SpectraVision, Inc.'s Common Shares in The Wall Street Journal as
of September 20, 1994 (the "Option Price"). The Option shall be a non-qualified
stock option, shall vest at the rate of twenty-five percent (25%) per year
commencing on the first anniversary of the Effective Date, and shall be granted
under, and subject to, all terms and conditions of the SpectraVision, Inc. 1994
Management Incentive Equity Plan.
(g) Notwithstanding anything herein to the contrary, in the event
that Employee's employment with the Employer is terminated without cause by the
Employer during the term of this Agreement, the terms of the SpectraVision, Inc.
1994 Management Incentive Equity Plan, or any subsequent Management Incentive
Plan, shall not be construed or interpreted to preclude Employee from recovering
the remaining stock that would have been due to Employee under Section 3(f)
hereof if Employee had not been terminated.
4. Employee Benefits and Business Expenses.
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(a) During the term hereof, Employee shall be entitled to
participate in such employee benefit plans and programs maintained by the
Employer for the benefit of its employees, as such plans and programs may be
amended from time to time hereafter, and to participate in applicable new or
amended programs, including, but not limited to, medical, dental, health, life,
accident and disability insurance programs, savings for retirement plans, bonus,
stock option plans, and any other incentive compensation plans.
(b) Employee shall be reimbursed for any necessary business
expenses reasonably incurred by Employee in carrying out Employee's duties,
functions and responsibilities hereunder.
5. Breach by Employer; Nonexclusive Remedy.
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EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 4 OF 15
(a) Employee may terminate his employment with Employer: (i) upon
a material breach by Employer of this Agreement, which remains uncured for
thirty (30) days after written notice thereof by Employee to Employer; or (ii)
if, within two years after a Change in Control (hereafter defined) of Employer
has occurred, (A) there is a material breach by Employer of this Agreement, (B)
Employee is assigned duties inconsistent with his position, duties,
responsibilities and status with Employer immediately prior to the Change in
Control (other than a promotion or advancement), (C) there is a change in
Employee's reporting responsibilities (other than a promotion or advancement),
(D) Employer materially reduces the employee benefits, taken as a whole,
available to Employee, including the benefits described in Section 4(a) hereof,
(E) Employee reasonably determines in good faith that as a result of a Change in
Control he is unable to carry out the duties and responsibilities that he had
with Employer immediately prior to the Change in Control or (F) Employer's
principal executive offices are relocated to a location outside of Dallas
County, Texas, or Employee is relocated to any place other than Dallas County,
Texas, except for required travel by Employee on Employer's business to an
extent substantially consistent with Employee's business travel obligations at
the time of the Change in Control.
(b) Upon termination of employment by Employee under clause (i) of
Section 5(a), Employer shall pay Employee as liquidated damages, and not as a
penalty, in a lump sum or on an annuity basis, at Employee's sole option, an
amount equal to all then remaining sums due Employee hereunder, including Annual
Base Salary and Annual Incentive Bonus, if any. It is acknowledged and agreed to
by the parties hereto that because actual damages would be difficult to
ascertain in the event that Employer materially breaches this Agreement, the
amount of liquidated damages provided for herein is reasonable and appropriate
to remedy any such breach and to compensate Employee for any damages incurred by
him hereunder. If the amount due under this Section 5(b) is paid in a lump sum,
the amount paid to Employee shall be discounted to a present value at a discount
rate equal to the prime rate of Texas Commerce Bank on the date of payment plus
1%.
(c) Upon termination of employment by Employee under clause (ii)
of Section 5(a), Employer shall pay Employee as liquidated damages, and not as a
penalty, in a lump sum, in cash, within five days after termination, an amount
equal to $100 less than three times Employee's "annualized includable
compensation for the base period" (as defined in Section 280G of the Internal
Revenue Code of 1986); provided, however, that if the lump sum severance
payment, either alone or together with other payments or benefits, either cash
or non-cash, that Employee has the right to receive from Employer, including,
but not limited to, accelerated vesting or payment of any deferred compensation,
options, stock appreciation rights or any benefits payable to Employee under any
plan for the benefit of employees, would constitute a "parachute payment" (as
defined in Section 280G of the Internal Revenue Code of 1986), then such lump
sum severance payment or other benefit shall be reduced to the largest amount
that will not constitute a "parachute payment." If the parties cannot agree on
the amount of any such reduction, they shall select a law firm acceptable to
both of them to determine the
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 5 OF 15
amount of the lump sum severance payment. Such determination shall be made
within five days after termination. It is acknowledged and agreed to by the
parties hereto that because actual damages would be difficult to ascertain in
the event that any of the events described in clause (ii) of Section 5(a) occur,
the amount of liquidated damages provided for herein is reasonable and
appropriate to remedy any such occurrence and to compensate Employee for any
damages incurred by him hereunder.
(d) Upon termination of employment by Employee under clause (i)
or (ii) of Section 5(a), Employee shall have no obligation to seek other
employment or otherwise to mitigate damages. If Employee obtains other
employment after his termination of employment with the Company but during the
Employment Period (as if Employee had not terminated his employment), the amount
due him under this Section 5 shall be reduced by the excess (the "Excess"), if
any, of (i) his annual base salary with his new employer, plus any additional
amounts the payment of which has been guaranteed by his new employer, during the
remainder of the Employment Period after his termination of employment over (ii)
the Annual Base Salary for the remainder of the Employment Period. Employee
shall pay any Excess on the last day of each month during the remainder of the
Employment Period in an amount equal to the Excess for that month. Except as
provided in this Section 5(d), Employer shall not reduce any payment to Employee
under this Agreement by any compensation received by Employee from other
employment.
(e) For purposes of this Agreement, "Change of Control" shall
mean any of the following:
(i) any consolidation or merger of Employer in which
Employer is not the continuing or surviving corporation or pursuant to
which shares of Employer's common stock are converted into cash, securities
or other property, other than a merger of Employer in which the holders of
Employer's common stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger;
(ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially
all of the assets of Employer;
(iii) any approval by the stockholders of Employer of any
plan or proposal for the liquidation or dissolution of Employer;
(iv) the cessation of control (by virtue of their not
constituting a majority of the members of the Board of Directors) of
Employer's Board of Directors by the individuals who (A) at the date of
this Agreement were directors or (B) become directors after the date of
this Agreement and whose election or nomination for election by Employer's
stockholders, was approved by a vote of at least two-thirds of the
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 6 OF 15
directors then in office who were directors at the date of this Agreement
or whose election or nomination for election was previously so approved;
(v) Marvin Davis and his affiliates (within the meaning of
Rule 12b-2 under the Securities Exchange Act of 1934, as amended) cease to
have beneficial ownership (within the meaning of Rule 13d-3 under that Act)
of an aggregate of a majority of the voting power of Employer's outstanding
voting securities; or
(vi) subject to applicable law, in a Chapter 11 bankruptcy
proceeding, the appointment of a trustee or the conversion of a case
involving the Company to a case under Chapter 7.
(f) Employee's receipt of amounts under this Section 5 shall not
affect or constitute a waiver of his rights to receive unpaid amounts accrued
under Section 3 of this Agreement to the date of termination or his right to any
benefits or reimbursement under Section 4 or Section 13 of the Agreement.
6. Breach by Employee.
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(a) In the event that Employee materially breaches this
Agreement, Employer may terminate this Agreement, at the option of Employer, (i)
effective thirty (30) days after Employer gives written notice of such
termination to Employee, or (ii) effective upon payment of thirty (30) days' pay
in lieu of notice; provided, however, that Employer shall pay to Employee all
cash and non-cash compensation then accrued under this Agreement to the date of
such termination. Payment of such compensation shall not constitute a waiver of
Employer's rights or remedies under this Agreement, at law or in equity.
(b) A material breach of this Agreement by Employee that is
materially detrimental to Employer as determined in good faith by the Board of
Directors of the Employer, shall be deemed to have occurred upon the happening
of any of the following events, and the continuation thereof for a period of
twenty (20) days after notice of such breach from the Employer is received by
Employee, to-wit:
(i) Employee's willful misconduct or gross negligence in the
performance or discharge of any of Employee's duties, functions and
responsibilities hereunder;
(ii) Employee's conviction of any felony offense during the
term of this Agreement; or
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 7 OF 15
(iii) Employee's breach of any of Employee's material
obligations hereunder, including, without limitation, Employee's
obligations under Sections 7 and 8 hereof.
In the event Employer elects to terminate Employee pursuant to this
Section 6, Employer shall give written notice to Employee specifically stating
each fact and reason which is the basis for such termination. Following such
termination, Employer shall have no further obligation to Employee except for
accrued and unpaid cash and non-cash compensation payments then due and owing to
Employee under this Agreement.
7. Confidentiality, Proprietary Information and Trade Secrets.
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(a) During the term of this Agreement and at all times
thereafter, Employee shall not use for his personal benefit, or disclose,
communicate or divulge to, or use for the direct or indirect benefit of any
person, firm, association or company other than Employer, any material referred
to in subsections (c), (i) or (j) of this Section 7, or any proprietary
information regarding the business methods, business policies, procedures,
techniques, research or development projects or results, trade secrets or other
knowledge or processes of, or developed by, Employer or any names and addresses
of customers or clients or any data on or relating to past, present or
prospective customers or clients or any other confidential information relating
to or dealing with the business operations or activities of Employer, made known
to Employee or learned or acquired by Employee while employed by Employer.
(b) During the term of this Agreement and for a period of two (2)
years after the termination of this Agreement, Employee shall not, directly or
indirectly, in any geographic area served by Employer or its affiliates induce
or attempt to influence any employee of Employer or its affiliates to terminate
his or her employment with Employer or its affiliates or to hire any such
employee of Employer or its affiliates.
(c) All information, inventions, original works of authorship,
developments, trade secrets and discoveries, including improvements, conceived,
developed, made, reduced to practice or completed by Employee, either alone or
with others, during his employment by Employer at any time within or outside of
normal working hours (the "Work Product"), shall be and remain the sole property
of Employer.
(d) Employee shall:
(i) during the term of this Agreement, disclose promptly to
an authorized representative of Employer all Work Product and all
information in Employee's possession as to possible applications
thereof to industry and other uses thereof or therefor;
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 8 OF 15
(ii) during the term of this Agreement, not file any patent
or copyright applications relating to any Work Product, except with
the prior written consent of an authorized representative of Employer;
(iii) assist Employer at any time during his employment by
Employer, or after termination of his employment by Employer with
reimbursement by Employer for all reasonable expenses incurred by him,
in the preparation, execution, and delivery of any assignments,
disclosures, patent applications, or other papers on any Work Product,
and perform such other acts as Employer deems necessary, in any
jurisdictions, to assign to Employer or its designees such Work
Product, patent and copyright applications, whether or not active, and
patents and copyrights relating thereto; and
(iv) keep and maintain adequate and current written records
of all Work Product during the term of his employment with Employer.
The records will be in the form of notes, sketches, drawings and any
other format that may be specified by Employer. Such records will be
available to and remain the sole property of Employer at all times;
provided, however, that any invention as to which the Employee can prove
the following is exempt from this Section:
(i) it was developed entirely on Employee's own time; and
---
(ii) no equipment, supplies, facilities, trade secretes or
proprietary information of Employer was used in its development; and
---
(iii) it either (A) does not relate, at the time the invention
was conceived or reduced to practice, to Employer's business or to
Employer's actual or demonstrably anticipated research and
development, or (B) does not result from any work performed by
--
Employee for Employer.
(e) All information, inventions, original works of authorship,
developments, trade secrets and discoveries developed, made or conceived prior
to Employee's employment by Employer that as of the date of commencement of such
employment Employee owned or in which Employee had an interest or right, other
than those patented prior to such employment, are identified on Exhibit A
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attached hereto. Any such information, inventions, original works of
authorship, developments, trade secrets and discoveries not so patented or
listed on Exhibit A shall be deemed to be Work Product. Subject to the
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foregoing, Employee shall not be requested or required to assign or disclose any
information, inventions, original works of authorship, developments, trade
secrets and discoveries developed, made or conceived prior to Employee's
employment with Employer.
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 9 OF 15
(f) Employee acknowledges and agrees that the provisions and
restrictions contained in this Section (the "Restrictions"), in view of the
nature of the business in which Employer is engaged, are reasonable and
necessary in order to protect the legitimate business interests of Employer, and
that any violation thereof would result in irreparable harm to Employer, and
Employee therefore further acknowledges and agrees that, in the event Employee
violates, or threatens to violate, any of such Restrictions, Employer shall be
entitled to obtain from any court of competent jurisdiction, without the posting
of any bond or other security, preliminary and permanent injunctive or equitable
relief as well as damages and an equitable accounting of all earnings, profits
and other benefits arising from such violation, which rights shall be cumulative
and in addition to any other rights or remedies at law or in equity to which
Employer may be entitled.
(g) If any Restriction, or any part thereof, is determined in any
judicial or administrative proceeding to be invalid or unenforceable, the
remainder of the Restrictions shall not thereby be affected and shall be given
full effect, without regard to the invalid provisions.
(h) If Employee violates any of the Restrictions, the restrictive
period shall not run in favor of Employee from the time of the commencement of
any such violation until such time as such violation shall be cured by Employee
to the satisfaction of Employer.
(i) It is recognized that Employee will have access to certain
confidential information of Employer and its affiliates, and that such
information constitutes valuable, special and unique property of Employer and
its affiliates. Employee shall not at any time disclose any such confidential
information to any party for any reason or purpose except as may be made in the
normal course of business of Employer and for its benefit.
(j) All advertising, sales, and other materials or articles of
incorporation, including, without limitation, data processing reports, customer
sales analyses, invoices, or any other materials or data of any kind furnished
to Employee by Employer or developed by Employee on behalf of Employer or at
Employer's direction or for Employer's use or otherwise in connection with
Employee's employment hereunder, are and shall remain the sole, exclusive and
confidential property of Employer. In the event that Employer requests the
return of such materials at any time during, upon or after the termination of
Employee's employment, Employee shall immediately deliver the same, and any and
all copies thereof, to Employer.
8. Representations and Warranties of Employee. Except for restrictions
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heretofore disclosed in writing by Employee to Employer, Employee represents and
warrants to Employer that (a) there are no restrictions, agreements or
understandings whatsoever to which Employee is a party which would prevent or
make unlawful the execution or performance of this Agreement or his employment
hereunder; (b) his execution of this Agreement and his employment hereunder
shall not constitute a breach of any contract, agreement or understanding
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 10 OF 15
to which he is a party or by which he may be bound; and (c) he is free and able
to execute and perform this Agreement in all respects.
9. Successors.
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(a) This Agreement shall inure to the benefit of and be binding
upon Employer and its successors and assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of Employer. This Agreement and the
benefits and obligations of Employer hereunder may be assigned by Employer to
any person acquiring all or substantially all of the assets or all of the issued
and outstanding equity securities of Employer; provided, however, that Employer
shall remain jointly and severally liable to Employee with such assignee for the
fulfillment of Employer's obligations under this Agreement.
(b) This Agreement shall inure to the benefit of and be binding
upon Employee and Employee's executors, administrators, trustees, heirs and
legal representatives. Because Employee's duties, functions, responsibilities,
and services hereunder are special, personal and unique in nature, Employee
shall not transfer, sell or assign, by operation of law or otherwise, Employee's
obligations under this Agreement.
10. Waivers. Neither the failure nor any delay on the part of either
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party hereto to exercise any right, remedy, power or privilege (collectively,
"Right") under this Agreement shall operate as a waiver, abandonment or release
thereof, nor shall any single or partial exercise of any Right preclude any
other or further exercise of the same or of any other Right, nor shall any
waiver of any Right with respect to any occurrence be construed as a waiver of
such Right with respect to any other occurrence.
11. Severability. If any provision of this Agreement shall be held to be
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invalid or unenforceable, such invalidity or unenforceability shall not affect
or impair the validity or enforceability of the remaining provisions of this
Agreement, which provisions shall remain in full force and effect, and the
parties hereto shall continue to be bound thereby.
12. Entire Agreement. This Agreement amends the Employment Agreement
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between the parties dated as of September 21, 1994, contains the entire
agreement between the parties relating to the subject matter hereof and
supersedes all previous agreements and understandings between the parties,
whether written or oral, with respect to the subject matter hereof. This
Agreement shall not be modified, altered or amended except by a writing executed
by both parties. Employee acknowledges and agrees that no such agreement will
be effective unless it is approved by formal resolution of the Board of
Directors of Employer.
13. Legal Fees and Expenses. The prevailing party in any legal action
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relating to this Agreement shall be entitled to recover its or his legal fees
and expenses, in addition to any other
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 11 OF 15
remedies it or he may have. Employer agrees that it will advance to Employee
legal fees and expenses that are incurred by him in any legal action relating to
this Agreement within five business days after Employee's submission to Employer
of invoices or other evidence of legal fees or expenses incurred by Employee.
Employee agrees to repay such advances pursuant to the first sentence of this
Section if Employer is the prevailing party in the legal action.
14. Notices. Any notice or other communication provided for in this
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Agreement or contemplated hereby shall be sufficiently given if given in writing
and delivered personally or by certified mail, return receipt requested, and
addressed, in the case of the Employer, to the Employer at:
SpectraVision, Inc.
1501 North Plano Road
Richardson, Texas 75083
Attn: Chief Executive Officer
and in the case of Employee, to him at:
Richard M. Gozia
5439 Ridgedale Avenue
Dallas, Texas 75206
Notice shall be effective when so delivered personally or, if mailed, three days
after deposit thereof with postage prepaid in the U. S. mail. Either party may
designate a different address by giving notice of change of address in the
manner provided above.
15. Governing Law. This Agreement shall be governed by and construed and
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enforced in accordance with the laws of the State of Texas applicable to
contracts made and to be performed in such State without giving effect to the
principles of conflicts of laws. The appropriate state or federal court located
in Dallas, Texas, shall have exclusive jurisdiction over all matters arising
under this Agreement and will be the proper forum in which to adjudicate those
matters.
16. Injunctive Relief. During the term of this Agreement, Employer shall,
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in addition to any other remedies available to it at law or in equity, be
entitled to injunctive relief to enforce the terms of Section 1(c) of this
Agreement.
EMPLOYMENT AGREEMENT
RICHARD M. GOZIA - PAGE 12 OF 15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the day and year above first written.
"Employer"
SPECTRAVISION, INC.
a Delaware corporation
By:/s/ Gary G. Weik
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Gary G. Weik
Chairman and Chief Executive Officer
"Employee"
/s/ Richard M. Gozia
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Richard M. Gozia