EXHIBIT 10.1
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 RAMZI A. DABBAGH (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 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 $150,000, 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 of 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.
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, agree 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, 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, department 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, matters of internal organization and other
confidential information, in each case, of the Company and/or any of its
Affiliates;
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 product of the business and goodwill of the
Company and/or its Affiliates. The Company and its Affiliates exercise
substantial efforts to maintain
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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, corporations, 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 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
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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.
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
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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 authorizations 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 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.
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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 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
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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 Stated District Court for
the Eastern District of Illinois in any such suit, 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.
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.
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COMPANY:
COMMUNICATIONS INSTRUMENTS, INC
ATTEST:
- - ----------------- By------------------------- -------
Secretary Vice President Date
EMPLOYEE:
_________________ ___________________________ _______
Witness Ramzi A. Dabbagh Date
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