EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into this __ day of May, 1993,
by and between COMMUNICATIONS INSTRUMENTS, INC., an Illinois corporation (the
"Company"), and G. DAN TAYLOR (the "Employee").
R E C I T A L S
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WHEREAS, the parties desire to define the duties and responsibilities of
each of the parties hereto, and the Company desires to employ the Employee only
upon the terms and conditions hereafter stated;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto do hereby
agree as follows:
1. EXCLUSIVE EMPLOYMENT; DUTIES; COMPENSATION TERM. The Company hereby
agrees to employ the Employee in its business pursuant to the terms and
conditions set forth herein and the Employee agrees to devote the Employee's
exclusive time, attention and skill to the business of the Company. The
Employee's duties with the Company shall be to serve as Executive Vice President
or such other duties as the Board of Directors of the Company shall from time to
time direct. The Employee agrees not to accept other employment that would
conflict with the performance of the duties prescribed by the Company during the
term of this Agreement, except with the written consent of the Company. The
Employee also shall receive an annual base salary of $100,000, payable in
monthly installments. Employee shall be entitled to participate in a bonus pool
based upon the performance of the Company as established by the Board of
Directors, from time to time. The term of this Agreement shall commence on the
date hereof and terminate with the fifth anniversary of such date. This
agreement may be terminated immediately by the Company "for cause" or within
three months after the death or disability of Employee, which shall all be
determined in good faith by the Board of Directors of the Company. The Employee
shall also be entitled to participate in those employee benefit plans and other
benefits and incentives as the Board of Directors of the Company
shall determine.
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2. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES. Employee shall at all
times faithfully, industriously and to the best of Employee's ability,
experience and talent perform all duties that may be required of and from him
pursuant to the terms hereof. Such duties shall be rendered at such places as
the Company shall in good faith require or as the interests, needs, business and
opportunities of the Company shall require or make advisable.
3. RESTRICTIONS ON EMPLOYEE AUTHORITY. Employee shall only have any
authority to make, enter into or agree to make or enter into any contracts,
commitments or obligations on behalf of the Company as directed by the Board of
Directors.
4. ASSIGNMENT OF CERTAIN RIGHTS. In consideration of employment and
other benefits of value, the employee, on the Employee's behalf and on behalf of
the Employee's heirs and representatives, agrees to assign and transfer and
hereby assigns and transfers to the Company, its successors and assigns, as
applicable, all of the Employee's right, title and interest in and to any
inventions, discoveries, developments, improvements, techniques, designs, data,
processes, procedures, systems and all other work products, whether tangible or
intangible, that the Employee, either solely or jointly with others, has
conceived, made, acquired, suggested, reduced to practice, or otherwise created
during employment with the Company, and which relate in any manner to any of the
business, services or products, techniques, processes or procedures, products,
designs, data or systems of the Company and/or any of its Affiliates. The
Employee further agrees that, upon the termination of the employment of the
Employee for any reason, to immediately return any of the foregoing and any
information or copies of information to any of the foregoing to the Company.
5. TRADE SECRETS; CONFIDENTIALITY.
a. "Trade Secrets" as used herein means trade secrets, plans,
programs, processes, procedures and manners of operation, assignment
confirmation booklets, computer systems, customized software, management
information systems, call accounting reports, departmental manuals, customers,
customer lists, client prospects, financial, statistical and accounting data,
methods and type of recruitment and placement services, methods of service
preferred by clients and placement candidates (including both employees and
independent contractors), ideas, marketing programs, fees paid by clients, fees,
salaries and bonuses to placement candidates, work assignments and capabilities
of officers and employees, documents, agreements, contracts and other
arrangements, personnel information, matters of internal organization and other
confidential information, in each case, of the Company and/or any of its
Affiliates;
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b. The Employee hereby acknowledges that the Trade Secrets, all of
which are original or proprietary with the Company, its Affiliates, and/or
their founders or shareholders, regardless of whether such information is
considered to be confidential or proprietary by third parties, were developed
only after great effort and expense by the Company, its Affiliates, founders
and/or shareholders, are considered by them to be confidential and
substantially affect the effective and successful conduct of the business and
goodwill of the Company and/or its Affiliates. The Company and its Affiliates
exercise substantial efforts to maintain the secrecy of the Trade Secrets,
which derive independent economic value from not being generally known and
readily ascertainable by proper means by others who can obtain economic value
from their disclosure or use.
c. The Employee shall not, both during the term of this Agreement or
at any time after its termination (regardless of the manner of validity of
termination), at any time or in any form, manner, or fashion, either directly
or indirectly, disseminate, divulge, disclose, use or communicate any Trade
Secrets to any person, firm, corporation, association, entity or organization
(collectively, "Organization"). No business conducted by Employee or any
Organization of which Employee, directly or indirectly, is an owner, officer,
director or partner, shareholder, employee, agent, advisor or consultant in any
state or country in which the Company and/or any of its Affiliates conduct
business shall use any name, designation or logo which is substantially similar
to that presently used by the Company and/or any of its Affiliates. Upon the
termination of Employee's employment with the Company, the Employee (regardless
of the manner or validity of termination) shall immediately return to the
Company any and all Trade Secrets and other information and property obtained
from or relating to the Company and/or any of its Affiliates or to which the
Employee has access in good condition, normal wear and tear accepted.
d. The Employee shall not, both during the term hereof or for a
period of one (1) year thereafter, discuss the terms of this Agreement or the
Employee's compensation with the Company with any other employee of the Company
or any person whom the Employee reasonably believes would directly or
indirectly communicate such information to any other employee of the Company.
The Employee further agrees not to at any time remove any Trade Secrets from
the Company's premises without the prior written approval of a director of the
Company.
6. NON-COMPETE. "Business" as used herein means the business of
Employer which Employee performs his works. The Employee further agrees that
during the term of this Agreement and for a period of one (1) year following
its termination (regardless of the manner or validity of termination), the
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Employee will not, directly or indirectly, become or remain interested in,
associated with, employed by, an owner, officer, director, partner, shareholder,
employee, agent, advisor or consultant in or indebted to any Organization that
is engaged in the Business similar to that of the Company's and/or any of its
Affiliates. Employee has come in contact or provided services to during the
course of the Employee's employment with the Company, or which the Employee,
during the course of such employment, became aware that the Company has provided
services to. The Employee acknowledges that because of the Employee's access to
the Company's and its Affiliates' Trade Secrets and other confidential
information, a violation of this covenant will cause irreparable injury to the
Company and its Affiliates.
7. NONSOLICITATION OF CUSTOMERS OR CLIENTS.
Notwithstanding any other provisions hereof, the Employee shall not, during the
term of this Agreement and for a period of one (1) year following its
termination (regardless of the manner or validity of termination), at any time
or in any manner, either directly or indirectly, for the Employee's own behalf
or for or on behalf of any Organization (other than the Company and/or its
Affiliates), solicit or attempt to solicit any business similar to the Business
from any customers or clients of the Company and/ or any of its Affiliates or
divert or attempt to divert any Business from the Company and/or any of its
Affiliates. A "customer" or "client" shall mean any Organization with which the
Company and/or any of its Affiliates have dealt with or provided services to,
regardless of whether such Organization was solicited or provided services by
the Employee at any time during such employment, whether during the usual hours
of employment or otherwise.
8. NONSOLICITATION OF EMPLOYEES. Notwithstanding any other provision of
this Agreement, the Employee agrees that during the term of this Agreement and
for a period of one (1) year following its termination (regardless of the manner
or validity of termination) at any time or in any manner, either on the
Employee's own behalf or for or on behalf of any Organization (other than the
Company and/or its Affiliates), directly or indirectly, solicit, divert or
otherwise encourage or attempt to solicit, divert or otherwise encourage
employees or agents of the Company and/or any of its Affiliates to enter into
any employment, consulting or advisory arrangement or contract with or to
perform any services for or on behalf of the Employee or any organization (other
than the Company and/or any of its Affiliates), or to enter into any kind of
business, including without limitation the Business or any similar business
unless such employee or former employee has been employed by the Company for a
period in excess of twelve (12) months.
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9. FINANCIAL OR OTHER INTEREST. The Company shall be entitled to all
benefits and profits arising from or incident to any and all work, services and
advice of Employee while employed by the Company. The Employee agrees that
while employed by the Company the Employee will not have a direct or indirect
financial or other interest in a privately-owned Organization, or a direct or
indirect substantial financial or other interest in a Publicly-Owned
Organization, either of which is a current or potential supplier of goods or
services, a customer or client, or competitor of the Company and/or any of its
Affiliates, unless the circumstances are fully disclosed in writing to a
director of the Company and written approval is obtained from such director. A
"substantial" interest in a Publicly-Owned Organization means an ownership
interest having a market value of $100,000 or more, or a one percent or greater
ownership interest in such Organization, whichever is less.
10. GIFTS AND ENTERTAINMENT. The Employee agrees that while employed by
the Company the Employee will not accept, directly or indirectly, any loan,
gift, gratuity, favor or entertainment of more than normal value from any
persons with whom the Company has an existing or a potential relationship as a
supplier of goods or services, a customer or competitor. If the Employee is
offered anything with a value of more than $50, the Employee must immediately
report such offer to the Employee's immediate supervisor.
11. USE OF COMPANY PROPERTY. The Employee agrees that while employed by
the Company the Employee shall (i) protect and conserve Company property
including equipment, supplies and any other property entrusted to the Employee
and (ii) not directly or indirectly, use, or allow the use of, Company property
of any kind (including property leased to the Company), for other than Company
activities, except with the authorization of a director of the Company.
12. SENSITIVE PAYMENTS. The Employee agrees that while employed by the
Company the Employee will not, for any purpose, accept any kickback or payment
of cash or other consideration which may be deemed to be illegal or improper.
13. FINANCIAL AND OTHER BOOKS AND RECORDS. If the Employee is
responsible for the completeness and correctness of financial and other books
and records, the Employee is required to enter all assets, liabilities, payments
and disbursements on such books in accordance with generally accepted accounting
principles, as well as with the established practices and policies of the
Company, and in a manner that will reflect the nature and purpose as well as the
amount thereof. In this connection, the Employee shall not bypass established
internal control procedures, or make any false or artificial entries in
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the books and records for any reason, and the Employee shall not participate in
any procedures that result in such prohibited acts.
14. PRIOR AGREEMENTS. The Employee hereby represents that the Employee
is not restricted by any prior agreement(s) with any other party or parties
which would, in any way, conflict with or prevent the execution of the
responsibilities that pertain to the Employee's position with the Company.
15. DISABILITIES/LIMITATIONS. The Employee hereby attests that the
Employee does not have any physical, mental or medical impairments which would
interfere with the Employee's ability to perform the job for which the Employee
was hired.
16. MISCELLANEOUS.
a. Employee has carefully read and considered the provisions of this
Agreement and, having done so agrees that the restrictions set forth herein
(including without limitation, the time period of restrictions set forth in
Sections 6, 7 and 8 hereof) are fair and reasonable and are reasonably required
for the protection of the interests of the Company, its Affiliates, founders,
directors, officers and other employees and to prevent irreparable harm to the
foregoing.
b. The parties agree that the covenants of the Employee herein are
material parts of the consideration received by the Company for entering into
this Agreement and employing the Employee and conditions to such employment and
that any breach of Sections 3 - 13 of this Agreement by the Employee will result
in irreparable injury to the Company. For that reason and because the actual
damages that might be sustained by the Company and/or any of its Affiliates
might be difficult, if not impossible to ascertain and may not be adequate to
redress any injuries, the Company shall, in addition to any and all other
remedies provided by law or otherwise, be entitled to an injunction to prevent a
breach or contemplated breach of any covenant of the Employee contained herein.
c. Each of the covenants herein is independent and severable. Each
such covenant shall remain in full force and effect regardless of the
enforceability of any other covenant herein, or of the breach thereof by either
party. If it shall be determined at any time by any court of competent
jurisdiction that any provision of this Agreement or any portion thereof is
unenforceable, or that any provision relating to time period or area of
restriction exceeds the maximum time period or areas such court deems
reasonable, then such portions as shall have been determined to be unreasonably
restrictive or unenforceable or to exceed the maximum reasonable time period or
area or restriction
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shall thereupon be deemed to be so amended as to make such restrictions
reasonable in the determination of such court or to become and thereafter be the
maximum time period and/or areas which such court deems reasonable and
enforceable and the provision, as so amended, shall be enforceable between the
parties to the same extent as if such amendment had been made prior to the date
of any alleged breach of such provision.
d. Employee shall not delegate the Employee's employment obligation
pursuant to this Agreement to any other person. Employee agrees to perform all
acts necessary to enable the Company to learn of and protect the rights it
receives under this Agreement, including without limitation making full and
immediate disclosure to the Company and assisting in the preparation and
execution of all documents required to acquire and convey to the Company the
rights obtained hereunder and under applicable law.
e. This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
and understandings between the Employee and the Company with respect thereto.
No understandings exist between the parties other than as expressed herein.
This Agreement may be amended or modified only by written agreement executed by
all of the parties hereto. The provisions of this Agreement shall survive the
termination of this Agreement, except that the Company and the Employee shall
have no further obligations under Sections 1 and 2 hereof other than the
Company's obligations to pay the compensation, if any, due to Employee.
f. This Agreement is to be considered an agreement entered into and
delivered in the State of Illinois. The validity, interpretation,
construction, effect and enforcement of this Agreement shall be governed by the
laws of the State of Illinois. The Employee (1) agrees that any legal suit,
action or proceeding arising out of or relating to this Agreement shall be
instituted exclusively in Cook County, Illinois, (2) waives any objection that
the Employee may have now or hereafter to the venue of any such suit, action or
proceeding, and (3) irrevocably consents to the jurisdiction of the Illinois
state courts located in Cook County, and the United States District Court for
the Eastern District of Illinois in any such suite action or proceeding. The
Employee further agrees to accept and acknowledge service of any and all
process which may be served in any such suit, action or proceeding and agrees
that service of process upon the Employee mailed by certified mail to the
Employee's address shall be deemed in every respect effective service of
process upon the Employee, in any such suit, action or
proceeding.
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17. If either party waives a breach of this Agreement or fails to
exercise any right under this Agreement, such waiver or failure to exercise
rights shall not be construed as a waiver of any subsequent breach or right
under this Agreement, or affect the party's rights thereafter to exercise such
rights.
IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement as of the date first above written.
COMPANY:
COMMUNICATIONS INSTRUMENTS, INC.
ATTEST:
/s/ Harrison M. Wilson By /s/
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Secretary Vice President Date
EMPLOYEE:
/s/ /s/ G. Dan Tayor
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Witness G. Dan Tayor Date