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EXHIBIT 10.69
EMPLOYMENT AGREEMENT
This agreement made as of the 20th day of May, 1997 (the effective date), by
and between Code Alarm, Inc. a Michigan corporation, (hereinafter referred to
as the "Company") and Craig S. Camalo residing Ann Arbor, Michigan.
(hereinafter referred to the Executive);
WITNESSETH
WHEREAS, the Executive and the company desire to enter into an agreement
concerning the terms and conditions of the Executive's employment by the
company for a specified term.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth,
the company and the Executive agree as follows:
1. EMPLOYMENT TERM
The company hereby employs the Executive to perform executive services for the
company as hereinafter provided and the Executive hereby accepts such
employment and agrees to render such services to the Company on terms and
conditions set forth in this agreement for an employment term commencing the
effective date of this agreement and terminating on May 31, 2001, or in
accordance with the provisions of paragraph 7 hereof, unless earlier terminated
pursuant to paragraph 6 of this agreement. If the Company does not give
written notice to the Executive prior to May 31, 1999 that his employment will
not be continued after May 31, 2001, then the term of his employment hereunder
shall be extended for an additional 12 months to May 31, 2002, and shall
annually be extended for additional consecutive 12 month period unless the
Company shall have given written notice to the Executive at least 24 months
prior to the expiration of the then current term of his employment.
2. DUTIES DURING THE EMPLOYMENT TERM
Executive's position with the Company during the Employment Term shall be as
Vice President Finance and Chief Financial Officer. Executive shall have
general and active management of all of the Finance, Information Technology,
and Administrative affairs for the Company and shall see that all orders of the
CEO and the Board of Directors of the Company are carried into effect.
Executive will also fulfill such other reasonable and proper management duties
as may be assigned to him by the CEO of the Company. During the Employment
Term the Executive shall devote his best efforts, including his full business
time, to affairs of the Company. Executive shall not, without prior written
consent, engage in any other business activity except for personal investments
in a passive capacity.
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3. COMPENSATION AND BENEFITS.
During the Employment Term the Executive will be paid a salary of not less than
$100,000 per year, payable in 26 installments per year. The Company will also
pay the executive an annual incentive bonus in addition to his salary equal to
1% of the first $1M of operating income, and 2% of all additional operating
income as reported in the Company's annual report. The Company may allow the
Executive to draw up to 75% of the accrued bonus not more often than quarterly
within 45 days after the end of each quarter upon the release of the Company's
form 10Q indicating the operating income achieved cumulative through that
quarter. The Executive will also receive, or be entitled to, at least the same
benefits, perquisites and vacation he now receives, including company car and
expenses. The Executive will also be entitled to receive a bonus based on the
increase in Company's Shareholder value. The first time only, after the
effective date of this agreement, that the common stock price of Code Alarm,
Inc. exceeds $10 and remains at or above $10 for 30 consecutive days, and for
each additional $10 incremental increase in the stock price which remains at or
above that level for 30 consecutive days, the Company will pay the Executive a
bonus equal to the annual base salary of the Executive prevailing at that time.
The bonus will be payable in 3 equal installments, the first immediately when
it is earned, the 2nd after 12 months, and the 3rd after an additional 12
months. If the Executive shall not be employed by the Company, for any reason
at the time that any bonus installment is due, the remaining installments will
be forfeited by the Executive.
4. EXPENSES
During the Employment Term, the Executive shall be entitled to reimbursement of
all reasonable expenses incurred in connection with the business of the
Company.
5. DISABILITY
In the event of disability of the Executive, the Company may elect, by giving
written notice, to terminate the Employment Term. "Disability" shall be as
defined by the Social Security Administration.
6. TERMINATION FOR CAUSE
At any time during the Employment Term, the Company shall have the right to
terminate the Executive for cause with 10 days prior written notice. Cause
shall mean any conduct by the Executive which (1) constitutes a felony, fraud
or gross malfeasance on the part of the Executive (ii) results in a material
breach of the Executive's obligations under this agreement (iii) results in
willful neglect of the Executive's duties hereunder.
7. TERMINATION WITHOUT CAUSE
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The Employment Term of this agreement may be terminated without cause by (a)
the death of the Executive or (b) disability of the Executive as provided in
paragraph 5 hereof.
8. SEVERANCE
If the Company terminates Executive, Executive shall be entitled to
continuation of all salary and benefits, including company car and expenses for
18 months, and recovery of all legal fees and expenses if Executive succeeds in
litigation with the Company for any issue related to the termination.
9. COMPETITION
During, the Employment Term and for a period of six (6) months following the
termination of this agreement, the Executive will not, without prior written
consent from the company, engage in any business which is in direct or indirect
competition with the Company as a consultant, employee, director, partner, or
any other capacity. A breach of this commitment by the Executive shall result
in immediate termination of any and all future obligations under this agreement
by the Company.
During, the Employment Term and for a period of six (6) months following the
termination of this agreement, the Executive will not, without prior written
consent from the Company, divulge to others customer lists, business methods,
samples, patterns, engineering designs, artwork, plans, inventions,
distribution or dealer information, or any other confidential information of
the Company, solicit or accept any accounts of the Company, or induce employees
of the Company to accept employment elsewhere.
Executive acknowledges and agrees that by virtue of his position with the
Company he will have intimate knowledge of the activities and affairs of the
Company, including trade secrets and other confidential information. As a
result, and also because of the unique and extraordinary services the Executive
is capable of performing for the Company, or it's competitors, the Executive
recognizes that the services to be rendered are of a special character and have
a peculiar value which cannot be adequately compensated by damages alone.
Executive therefore agrees that if he renders services to a competitor of the
Company, the Company shall be entitled to immediate injunctive relief to
restrain the Executive from rendering his services to any competitor of the
Company in addition to any other remedies which the Company may be entitled by
law.
Executive will not remove or retain, or make copies of any figures,
calculations letters, papers or information relating to business of the Company
or its affiliates. The Company shall be the sole and exclusive owner of all of
the ideas and suggestions made by the Executive to the Company during the
course of his employment, whether or not they are subject to patent or
trademark protection, and all materials which relate to the business which are
confidential.
10. BINDING AGREEMENT; ASSIGNMENT
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This agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective executors, administrators, heirs, legatees,
devises, legal representatives, successors and assigns. Neither this agreement
nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other except that the Company may assign this
agreement to any business entity succeeding to substantially all of the
business or the assets of the Company.
Options granted Executive March 27, 1997 (20,000 Options) will immediately vest
100% if there is a substantial change in ownership or control in the Company,
merger, combination, after completion of Pegasus/GECC refinancing, or Executive
is terminated for any reason.
11. VALIDITY
In the event that any provision of this agreement is held invalid or
unenforceable, the same shall not affect in any respect whatsoever the validity
of the remainder of this agreement.
12. ENTIRE AGREEMENT; AMENDMENT
This agreement constitutes the entire agreement, between the parties and
supersedes all prior negotiations and agreements. There are no
representations, promises, terms, conditions, warranties, understandings,
commitments between the parties other than those expressly set forth herein.
This agreement cannot be modified except in writing executed by both parties.
13. WAIVER
Neither a waiver by either party hereto of a breach or a default under any
provision of this agreement, nor the failure of either party to enforce any
provision or exercise any right remedy or privilege hereunder shall be
construed as a waiver of any such provision hereunder.
14. LIMITATIONS ON BENEFITS OF THIS AGREEMENT
It is the explicit intention of the parties hereto that no person or entity
other than the parties hereto shall be entitled to bring any action to enforce
any provision of this agreement except either party hereto and that this
agreement shall be solely for the benefit of the parties hereto.
15. NOTICES
Any notice must be in writing and delivered by first-class or certified mail to
the party's address listed below or any such new address as may be specified by
written notice.
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The Company: The Executive:
Code Alarm, Inc. 3584 Creekside Drive
950 East Whitcomb Ann Arbor, MI 48105
Madison Heights, MI 48071
16. GOVERNING LAW
This agreement, the rights and obligations hereunder, and any claims or
disputes relating thereto, shall be governed by and construed under the laws of
the State of Michigan.
17. COUNTERPARTS
This agreement may be executed in two or more counterparts each of which shall
be deemed to be an original and all of which together shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the Company has caused this agreement to be duly executed
on its behalf and the Executive has duly executed this agreement as of the date
first written above.
CODE ALARM, INC. /s/ Craig S. Camalo
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By: /s/ Rand Mueller
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Its: President
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