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Exhibit 10.82
EMPLOYMENT CONTRACT
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EMPLOYMENT AGREEMENT, executed as of December 14, 1992 between
SpecTran Corporation, a Delaware corporation (hereinafter referred to as the
"Corporation"), and John E. Chapman (hereinafter referred to as "Executive").
W I T N E S S E T H:
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WHEREAS, Executive is presently employed by the Corporation; and
WHEREAS, the Corporation recognizes the effort, attention and skill
Executive has given the organization, operation and planning of the Corporation
and desires to enter into this employment agreement with Executive.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree with each other as follows:
1. EMPLOYMENT. (a) The Corporation agrees to and does hereby
employ Executive, and Executive agrees to and does hereby
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accept employment by the Corporation, as Senior Vice President, Manufacturing
and Technology, of the Corporation or in any other Senior Executive capacity as
determined by the Board of Directors, subject to the supervision and direction
of its Board of Directors, for the one year period commencing on June 1, 1992,
and ending at midnight on the 31st day of May, 1993 (the "Base Term"). The Base
Term shall be automatically renewed on a daily basis so that on each date during
which Executive is employed under this Agreement the remaining term shall be a
period of one year terminating at midnight of the first anniversary of the day
immediately preceding such date, unless at any time the outside (I.E.,
non-employee) members of the Corporation's Board of Directors terminate the
automatic daily renewal feature of this Agreement as provided in Article 1(b)
below. The Base Term and all renewals thereof shall be deemed the "Employment
Period" and shall hereinafter be referred to as such.
(b) At any time during the Employment Period the outside (I.E.,
non-employee) members of the Corporation's Board of Directors may by resolution
terminate the automatic daily renewal of this Agreement and set a termination
date which shall be midnight of the first anniversary of the date immediately
preceding the day on which such resolution was adopted (the "Termination
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Date"). Written notice ("Notice of Nonrenewal") of the outside directors'
resolution setting a Termination Date shall be executed by each outside director
and delivered to Executive within two business days of the adoption of such
resolution. A Notice of Nonrenewal may be rescinded at any time by resolution of
the outside members of the Corporation's Board of Directors executed and
delivered in the same fashion.
(c) If, following delivery to Executive of the Notice of
Nonrenewal, neither the Corporation nor Executive terminates Executive's
employment under Article 12 below, this Agreement shall continue in full force
and effect for the one-year period set forth in the Notice of Nonrenewal, and
shall terminate on the Termination Date.
2. SCOPE OF DUTIES. Executive agrees that as Senior Vice
President, Manufacturing and Technology, of the Corporation or in any other
Senior Executive capacity as determined by its Board of Directors he will devote
his full time and effort during the Employment Period to the performance of the
duties of such office. Executive shall make his business headquarters at
Sturbridge, Massachusetts and shall relocate should the Corporation change its
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headquarters. Executive shall undertake such travel as the Corporation may
request.
It is understood and agreed that Executive will advise the Corporation
of his intentions to act as a director of other corporations and may hold such
directorships and shall be permitted to devote such time thereto as may
reasonably be necessary to discharge the ordinary duties attendant upon any such
directorships. Executive agrees that he will, upon request of the Board of
Directors of the Corporation, resign from any such directorship notwithstanding
that the Corporation may have theretofore approved his accepting or retaining
such directorship.
Notwithstanding the foregoing, in the event of termination of
Executive's employment hereunder in accordance with the terms of this Agreement,
the provisions of this Article 2 shall be null and void, and of no effect.
3. EMPLOYMENT PERIOD - ANNUAL COMPENSATION. For the services and
duties to be rendered and performed by Executive during the Employment Period,
the Corporation agrees to pay Executive annual compensation at the rate of not
less than One
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Hundred Six Thousand Dollars and no cents ($106,000.00) per year, which amount
may be changed by action of the Compensation Committee of the Board of Directors
and subsequent resolution of the Board of Directors (this annual amount to be
referred to as "Annual Executive Compensation"). Annual Executive Compensation
shall be payable in equal semi-monthly installments. The Corporation shall
reimburse Executive for all expenses reasonably and necessarily incurred in
connection with his employment by the Corporation, including traveling expenses
while absent, on the Corporation's business, from his business headquarters. The
Board of Directors of the Corporation may increase Executive's Compensation at
such time or times and in such amount or amounts as it may in its sole
discretion determine. The Corporation may also pay a bonus to Executive, it
being expressly understood that determination of whether or not any such bonus
will be paid and the amount of any such bonus shall be at the sole discretion of
the Board of Directors.
4. VACATION. Executive shall be entitled to a vacation each year
equal to one (1) month. Said vacation may be taken all at once or weekly at the
sole discretion of Executive.
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5. SECRETS. Executive agrees that any trade secrets or any other
proprietary information (whether in written, verbal or any other form) relating
to the existing or contemplated business and/or field of interest of the
Corporation or any of its affiliates (for the purpose of this Agreement, an
affiliate of the Corporation shall be deemed to be any corporation or other
legal entity which controls the Corporation, which is controlled by the
Corporation, one which is under common control with the Corporation), or of any
corporation or other legal entity in which the Corporation or any of its
affiliates has an ownership interest of more than twenty-five percent (25%), and
any proprietary information (whether in written, verbal or any other form) of
any of the Corporation's customers, suppliers, licensor or licensees, including,
but not limited to, information relating to inventions, disclosures, processes,
systems, methods, formulae, patents, patent applications, machinery, materials,
notes, drawings, research activities and plans, costs of production, contract
forms, prices, volume of sales, promotional methods, list of names or classes or
customers, which he has heretofore acquired during his employment by the
Corporation or any of its affiliates or which he may hereafter acquire during
his employment with the Corporation or any of its affiliates, in both cases
whether during or outside business
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hours, whether or not on the Corporation's premises, as the result of any
disclosures to him, or in any other way, shall be regarded as held by him in a
fiduciary capacity solely for the benefit of the Corporation, its successors or
assigns, and shall not at any time, either during the term of this Agreement or
thereafter, be disclosed, divulged, furnished, or made accessible by him to
anyone, or be otherwise used by him, except in the regular course of business of
the Corporation or its affiliates. Upon termination of his employment, Executive
shall return or deliver to the Corporation all tangible forms of such
information in his possession or control, and shall retain no copies thereof.
Information shall, for purposes of this Agreement, be considered to be secret if
not known by the trade generally, even though such information may have been
disclosed to one or more third parties pursuant to any business discussion or
agreement, including distribution agreements, joint research agreements or other
agreements entered into by the Corporation or any of its affiliates.
6. PATENTS. Executive agrees to and does hereby sell, assign,
transfer and set over to the Corporation, its successors, assigns, or
affiliates, as the case may be, all his right, title,
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and interest in and to any inventions, improvements, processes, patents or
applications for patents which he develops or conceives individually or in
conjunction with others during his employment by the Corporation, or, having
possibly conceived same prior to his employment, may complete while in the
employ of the Corporation or any of its O21
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