EXHIBIT 10.7
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of October 11, 1995 between
COMMUNICATIONS INSTRUMENTS, INC., a North Carolina corporation, and any
successor by merger or reorganization ("Employer"), and DOUGLAS L. CAMPBELL
("Employee") with reference to the following facts:
A. Employee has served as President of Kilovac Corporation.
B. Kilovac Corporation has become a subsidiary of Employer.
C. Employer now desires to continue the employment of Employee on the
terms stated herein.
NOW, THEREFORE, IN CONSIDERATION OF the foregoing facts and the mutual
agreements set forth below, the parties agree as follows:
1. Employment. Employer hereby employs Employee, and Employee hereby
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accepts employment, in such positions as designated by the Board of Directors of
Employer, for the period from the date hereof until the earlier of December 31,
1996 or the termination of his employment pursuant to Section 5. Employee's
place for employment shall be Kilovac's facility in Carpenteria, California
subject to ordinary and necessary business travel.
2. Services. During the term of his employment, Employee shall devote
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substantially full time and his best efforts, knowledge and skill to the
operation, promotion and advancement of Employer's business. The specific
duties of Employee shall be designated from time to time by the Board of
Directors of Employer. Employee further covenants and agrees that he will not,
directly or indirectly, engage or participate in any activities at any time
during the term of this Agreement in conflict with the best interests of
Employer.
3. Salary and Benefits. During the term of employment, Employer shall
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(i) pay Employee an annual salary of $150,000 payable in equal installments in
accordance with Employer's normal payroll practices, (ii) provide Employee with
all other fringe benefits which Employer may from time to time afford key
employees of Kilovac Corporation, (iii) permit Employee four weeks of vacation
during each fiscal year of the Employer, and (iv) include Employee in any stock
option and bonus programs afforded key employees of Kilovac Corporation. On
termination of Employee's employment for any reason other than Employee's
termination under Sections 4.1, Employee shall be entitled to receive the
balance of his and benefits (at no cost to Employee) until December 31, 1996.
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4. Termination.
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4.1 Misconduct. Employer may terminate this Agreement immediately in
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the event of Employee's personal dishonesty, gross negligence, willful
misconduct or breach of fiduciary duty involving personal profit, intentional
and habitual failure to perform stated duties or willful violation of any law,
rule or regulation applicable to the business of Employer.
4.2 Breach. Employer may terminate this Agreement upon thirty days
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notice to Employee if Employee shall be in material breach of any provision of
this Agreement, which breach shall remain uncured at the expiration of such 30
day period.
4.3 Disability. Employer may terminate this Agreement upon ninety days,
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notice to Employee in the event that prior to the giving of such notice Employee
shall have been totally or partially, physically or mentally, disabled for a
period of at least ninety days where such disability shall have been of a nature
which had prevented Employee from discharging his duties under this Agreement
for such ninety-day period.
4.4 Other. Employer may terminate this Agreement for any reason upon
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ninety days' notice to Employee.
5. Service as Consultant. If requested by Employer, Employee agrees to
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serve as a consultant to Employer for a period of up to 12 months after the
termination of his employment with Employer. Employee shall not be required to
devote more than the equivalent of five business days per month to his service
as consultant. Compensation and other terms of service shall be mutually agreed
upon by Employer and Employee.
6. Disclosure of Information. Employee acknowledges that in and as a
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result of his employment or service as consultant hereunder Employee may be
making use of, acquiring or adding to confidential information of a special and
unique nature and value relating to such matters as Employer's trade secrets,
systems, procedures, manuals, formulas, confidential reports and lists of
clients, as well as the nature and type of products by Employer, the equipment
and methods used and preferred by Employer's customers, and the prices paid by
them. As a material inducement to Employer to enter into this Agreement and to
pay to Employee the compensation stated herein, Employee covenants and agrees
that Employee shall not, at any time during or following the term of this
Agreement, directly or indirectly, divulge or disclose for any purpose
whatsoever any confidential information that has been obtained by, or disclosed
to, Employee as a result of Employee's employment by or service as consultant to
Employer.
7. Inventions. Employee shall promptly disclose to Employer all
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inventions, discoveries and improvements, whether patentable or not (an
"Invention"), conceived or made by Employee during the term of employment, and
hereby assigns all rights
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thereto to Employer. EMPLOYEE SHALL NOT BE REQUIRED TO ASSIGN ANY RIGHTS TO A
INVENTION FOR WHICH NO EMPLOYER EQUIPMENT, SUPPLIES OR FACILITY, OR CONFIDENTIAL
INFORMATION WAS USED IF SUCH INVENTION WAS DEVELOPED ENTIRELY ON EMPLOYEE'S OWN
TIME AND (i) DOES NOT RELATE TO THE BUSINESS OF EMPLOYER OR TO EMPLOYER'S ACTUAL
OR ANTICIPATED RESEARCH OR DEVELOPMENT OR (ii) DOES NOT RESULT FROM ANY WORK
PERFORMED BY EMPLOYEE FOR EMPLOYER. Employee will cooperate with Employer to
obtain patents on the inventions for Employer in the United States and all
foreign countries. Employee also will assign to Employer Employee's rights in
any Inventions where Employer is required to grant those rights to the United
States government or any agency thereof. Employee hereby grants Employer the
right, at its option, to keep the Inventions as trade secrets. For purposes of
this Agreement, an Invention is deemed to have been made during the term of his
employment if, during such period, the invention was conceived or first actually
reduced to practice. Any patent application filed within one year after
termination of his employment shall be presumed by the parties to relate to an
Invention which was made during the term of his employment. Employee will
execute any and all additional assignments or documents that Employer may
request to effect the purposes of this Section 7. For purposes of this Section,
"Confidential Information" shall mean information or material proprietary to
Employer or designated as Confidential Information by Employer and not generally
known by non-Employer personnel, of or to which Employee may obtain knowledge or
access through or as a result of Employee's relationship with Employer or access
to Employer's premises. Confidential Information includes, but is not limited
to, the following types of information and other information of a similar nature
(whether or not reduced to writing): trade secret information, discoveries,
ideas, concepts, formulas, software in various stages of development, designs,
drawings, specifications, techniques, models, data, source code, object code,
documentation, diagrams, flow charts, research, development, processes,
procedures, "know-how", marketing techniques and materials, marketing and
development plans, customer names and other information related to customers,
price lists, pricing policies and financial information. Confidential
Information also includes any information described above which Employer obtains
from another party and which Employer treats as proprietary or designates as
Confidential Information, whether or not owned or developed by Employer.
8. Covenant Not To Compete. Employee will not during the term of this
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Agreement and for a period of five years after the termination of his employment
in any manner, directly or indirectly, alone or jointly, with or as an agent
for, or as an employee of, any person or persons, firms or corporations, own,
manage, operate, control, participate in or be connected with or be interested
in as an investor, creditor, manager, partner, shareholder, proprietor or
otherwise, or provide services, advice or other assistance to, any occupation,
interest or business competitive with the businesses of Employer. During the
term of
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this Agreement, and at any time thereafter, Employee will not disrupt, damage,
impair or interfere with the businesses of Employer whether by way of
interfering with or seeking to employ its employees, disrupting its relationship
with customers, agents, representatives or vendors or otherwise.
9. Surrender of Books and Records. Employee shall on the termination of
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his employment in any manner immediately surrender to Employer all lists, books,
and records and other documents incident to Employer's business and all other
property belonging to Employer, it being distinctly understood that all such
lists, books, records and other documents are the property of Employer.
10. Waiver of Breach. The failure of Employer at any time to require
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performance by Employee of any provision hereof shall in no way affect
Employer's right thereafter to enforce the same, nor shall the waiver by
Employer of any breach of any provision hereof be taken or held to be a waiver
of any succeeding breach of any provision or as a waiver of the provision
itself.
11. Resignations. In the event that the Employee's services hereunder
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are terminated under any of the provisions of this Agreement, Employee agrees to
deliver a written resignation as an officer of Employer to the Board of
Directors, such resignation to become effective immediately.
12. Notice. Any notice hereunder shall be in writing and shall be
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deemed given, if personally delivered, upon receipt or, if mailed, upon the
third business day following mailing by deposit in United States mail, postage
prepaid and addressed:
(a) If to Employer:
Communications Instruments, Inc.
P.O. Box 520, Highway 74 East
Fairview, North Carolina 28730
(b) If to Employee:
Douglas L. Campell
5503 Calle Arena
Carpinteria, California 93013
or such other address as either party shall provide for such purpose pursuant to
this paragraph.
13. Attorney's Fees. In the event of any suit or judicial proceeding
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between the parties hereto with respect to this Agreement, the prevailing party
shall, in addition to such other relief as the court may award, be entitled to
reasonable attorneys' fees, costs and expenses of investigation, all as actually
incurred and including, without limitation, attorneys'
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fees, costs and expenses of investigation incurred in appellate proceedings or
in any action or participation in, or in connection with, any case or proceeding
under Chapter 7, 11, or 13 of the Bankruptcy Code and any successor thereto.
14. Arbitration. Any controversy or claim arising out of or relating to
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this Agreement or the breach thereof, including any claim or controversy as to
the arbitrability of any claim or controversy and any claim for rescission,
shall be settled by arbitration in Santa Barbara County, California in
accordance with the commercial arbitration rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof, provided, however, that
Employer may pursue the remedy of specific performance of any term contained in
this Agreement, or a preliminary or permanent injunction against the breach of
any such term or in aid of the exercise of any power granted in this Agreement,
or any combination thereof, in any court having jurisdiction thereof without
resort to arbitration.
15. Insurance. Employer shall have the right at its own cost and
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expense to apply for and secure in its own name, or otherwise, life, health or
accident insurance or any or all of them covering Employee, and Employee agrees
to submit to the usual and customary medical examination or otherwise to
cooperate with Employer in connection with the procurement of any such insurance
and any claims thereunder.
16. Miscellaneous. This Agreement shall be governed by and construed in
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accordance with the laws of the State of California; provided that Section 8
shall be governed by the laws of the jurisdiction in which the alleged breach of
such Section occurred. No rights or obligations hereunder may be assigned by
either party without the prior written consent of the other. This Agreement
shall inure to the benefit of and be binding upon any successor of Employer. If
any provision of this Agreement shall be invalid and legally unenforceable, the
same shall not affect in any respect whatsoever the validity and enforceability
of the remainder of this Agreement. If any court shall determine that the time
period or geographical limit or any provision is unenforceable, the parties
agree that such provision shall be deemed amended to the extent necessary to
render it valid and enforceable. This Agreement cannot be amended, modified or
supplemented in any respect except by an agreement in writing signed by the
party against whom enforcement of any amendment, modification or supplement is
sought.
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IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement effective as of the date first set forth above.
EMPLOYEE
/s/ DOUGLAS L. CAMPBELL
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DOUGLAS L. CAMPBELL
EMPLOYER
COMMUNICATIONS INSTRUMENTS,
INC.
By /s/
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Title: