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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (herein "Agreement") is to be
effective Monday, July 8, 1996, and is by and between M.G. ELECTRONICS, INC.
(the "Company"), and DORANDA FRISON (the "Employee").
R E C I T A L S
A. The Company operates the Electronic Products Group
("EPG") for itself and for its parent corporation, Haskel International, Inc.
("HII").
B. Employee worked for predecessor to the Company as an
executive and is familiar with the Company's operations.
C. The Company desires to retain the services of
Employee, and Employee desires to accept employment ("Employment") with the
Company upon the terms and conditions hereinafter stated.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties do hereby mutually agree as follows:
1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby
accepts such Employment based upon the terms and conditions herein set forth,
with such Employment to commence on July 8, 1996.
2. TERM. The initial term of this Agreement shall be twelve (12) months
("Term"), provided it may be extended by mutual agreement of the parties
hereto.
3. DUTIES OF EMPLOYEE. Unless and until the Company determines to change
Employee's titles and responsibilities, which the Company reserves the right to
do, Employee shall serve as the President of EPG. Employee shall be
responsible for all of the operations of the EPG, and will devote her full time
and best efforts to the performance of her duties. She will operate within the
reasonable goals, guidelines, budgets, directives, policies and procedures now
in effect and as from time to time established or approved by the Company.
Employee shall report directly to the Chief Executive Officer (CEO) of HII.
The Company's office hours are 7:00 a.m. to 4:00 p.m. Monday through Friday,
inclusive.
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However, Employee, as a senior executive, will work whatever hours and days are
necessary and required for the proper performance of her duties as President of
the EPG. Employee's principal operating base will be at Westlake Village where
the Company's headquarters and the EPG's headquarters are situated.
4. COMPENSATION, BENEFITS AND REIMBURSEMENTS.
4.1 Salary. The Company shall pay Employee at the rate
of Ten Thousand Dollars ($10,000) per month, payable in bi-weekly installments.
4.2 Incentive Bonus. The Company and Employee shall
agree to a formula incentive bonus plan based upon the performance of EPG under
the direction of Employee ("Bonus"), which plan will be worked out between
Employee, the CEO of HII and HII's Compensation Committee immediately after
signing this Agreement. Any such Bonus paid by the Company shall have no
impact on the other compensation, benefits and reimbursements provided for in
this Agreement.
4.3 Employee Benefits. The Company shall provide
Employee with the same employee benefit package, including automobile, medical
insurance coverage, two-week vacation and 401-K plan, as provided to the other
Company executives, in accordance with Company policy as it exists from time to
time. The two-weeks vacation must be taken in the year to which they relate.
Employee will maintain a current California driver's license at all times.
4.4 Executive Separation Plan. Should the Company be
sold and Employee not stay with the Company, then Employee shall receive
separation pay equal to ten (10) months compensation.
4.5 Stock Options. Upon approval by the SEC of HII's
Registration Statement for its Stock Option Plan, Employee will be granted
stock options for Fifty Thousand (50,000) shares of HII at the closing price of
the HII shares on the day the Registration Statement becomes effective, in
accordance with the standard provisions of the HII Stock Option Plan, which
stock options will vest at twenty percent (20%) per year with the first vesting
to be June 30, 1997.
4.6 Life Insurance. The Company may maintain "key man
life insurance" in such amounts as it may determine. Employee agrees to submit
to a medical examination, and to provide such medical records as may be
requested by the Company.
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4.7 Reimbursement of Employee Expenses. As a condition
of her Employment, Employee may be required to incur reasonable and necessary
expenses for the promotion and conduct of the EPG business, including expenses
for entertainment, transportation and travel accommodations, and dues and
subscriptions relating to the EPG business. All of the foregoing expenses
which are incurred in the performance of her duties under this Agreement shall
be reimbursed by the Company to Employee upon her furnishing invoices or paid
receipts therefor, which shall reflect in reasonable detail the expenditures
covered and their business purpose. Any unusual expenses and all travel
outside the United States will be cleared in advance with HII's CEO.
5. TRADE SECRETS, CONFIDENTIAL INFORMATION, AND COVENANT NOT TO COMPETE.
5.1 Employee Acknowledgments. Employee recognizes and
acknowledges that: (i) in the course of Employee's Employment by the Company,
it will be necessary for Employee to acquire information including, but not
limited to, information concerning the Company's, HII's and its subsidiaries'
sales, sales volumes, sales methods, sales proposals, customers and prospective
customers, identities of customers and prospective customers, identities of key
purchasing personnel in the employ of customers and prospective customers,
amounts or kinds of customers' purchases, sources of supply, computer programs,
systems documentation, special hardware, products hardware, related software
development, manuals, formulae, processes, methods, machines, compositions,
ideas, improvements, inventions, or other confidential or proprietary
information belonging to the Company, HII, and its subsidiaries, or relating to
the Company's, HII's and its subsidiaries' affairs ("Confidential
Information"); (ii) such Confidential Information is the property of the
Company, HII and its subsidiaries; (iii) the use, misappropriation, or
disclosure of such Confidential Information would constitute a breach of trust
and could cause irreparable injury to the Company, HII and its subsidiaries;
and (iv) it is essential to the protection of the Company's, HII's and its
subsidiaries' goodwill and to the maintenance of the Company's, HII's and its
subsidiaries' competitive positions, that such Confidential Information be kept
secret and that Employee not disclose such Confidential Information to others,
or use such Confidential Information to Employee's own advantage or the
advantage of others. Employee further recognizes and acknowledges that it is
essential for the proper protection of the business of the Company that
Employee be restrained from: (i) soliciting or inducing any employee of the
Company to leave the employ of the Company, HII and its subsidiaries; (ii)
hiring
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or attempting to hire any employee of the Company, HII and its subsidiaries;
and (iii) soliciting the trade of, or trading with, the customers and suppliers
of the Company, HII and its subsidiaries for any business purpose during
Employee's Employment with the Company, except on behalf of the Company, HII
and its subsidiaries.
5.2 Nondisclosure of Confidential Information. During
her Employment with the Company and for five (5) years after her Employment
ends, without regard to whether Employee's termination ("Termination") of
Employment was voluntary, for cause ("Cause") or without Cause, Employee shall
hold and safeguard the Confidential Information in trust for the Company, its
successors and assigns, and agrees that she shall not, without the prior
written consent of the Company, appropriate or disclose or make available to
anyone for use outside the Company's organization at any time, any of the
Confidential Information, whether or not developed by Employee, except as
required for the performance of Employee's duties to the Company.
5.3 Return of Materials. Upon the Termination of
Employee's Employment with the Company for any reason, whether voluntarily, for
Cause or without Cause, Employee shall promptly deliver to the Company all
correspondence, drawings, blueprints, manuals, letters, notes, notebooks,
reports, flowcharts, programs, proposals, software, and any documents
concerning the Company's, HII's or its subsidiaries' customers, or concerning
products or processes used by the Company or HII or its subsidiaries, and,
without limiting the foregoing, Employee shall promptly deliver to the Company
any and all other documents or materials containing or constituting
Confidential Information.
5.4 Nonsolicitation of Employees. During her Employment
with the Company and for one (1) year after such Employment terminates, without
regard to whether Employee's termination was voluntary, for Cause or without
Cause, Employee shall not, directly or indirectly, solicit, induce, or attempt
to induce, any employee, current or future, of the Company, HII or HII's
subsidiaries, to leave the Company, HII or HII's subsidiaries, for any reason
whatsoever, or hire any current or future employee of the Company, HII or HII's
subsidiaries.
5.5 Nonsolicitation of Customers and Suppliers. During
her Employment with the Company, Employee shall not, directly or indirectly,
solicit the trade of, or trade with, any customer or prospective customer, or
supplier or prospective supplier, of the Company, HII or its subsidiaries, for
any business purpose other than for the benefit of the Company.
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5.6 Covenant Not to Compete. During her Employment with
the Company, Employee shall not, directly or indirectly, engage, participate,
or provide services or information directly or indirectly, whether or not for
compensation, to any business in competition in any manner whatsoever with the
business of the Company, HII or its subsidiaries.
5.7 Covenants of the Essence. The covenants and
agreements of Employee set forth in this Paragraph 5 are of the essence of this
Agreement. The covenants and agreements of Employee in this Paragraph 5 shall
be construed as independent of any other provision in this Agreement. In the
event there is any future claim or cause of action by Employee against the
Company, whether predicated on this Agreement or not, the existence of such
cause or claim, whether or not bona fide, and the facts and circumstances
surrounding such cause or claim, shall not constitute a defense to the
enforcement by the Company of the covenants and agreements of Employee set
forth in this Paragraph 5.
6. TERMINATION. Notwithstanding the restrictions set forth in Paragraph
5, which shall, where applicable, survive the termination of this Agreement,
this Agreement shall terminate upon the occurrence of any of the following
events:
6.1 Disability of Employee. In the event of the
Employee's total and permanent disability (defined as any physical, mental or
emotional illness or disorder which may be expected to result in the death of
the Employee, or, for a period of at least sixty (60) consecutive days, or for
at least ninety (90) days in a period of one hundred fifty (150) days, by
reason of which Employee is unable to perform with the requisite skill the
material acts substantially necessary to the performance of the contemplated
services under this Agreement) during the term of this Agreement (it being
understood that the failure of Employee to perform such services under such
circumstances shall not be deemed to be a breach by Employee of any of
Employee's obligations hereunder), the Company may, at its option, terminate
Employee's Employment, and shall provide Employee or Employee's representative
with notice to that effect. Such Termination of Employment shall terminate
this Agreement, except that the restrictions in Paragraph 5, where applicable,
shall continue to be enforceable in accordance with Paragraphs 15 and 16.
6.2 Termination for Cause. The Company may, at its
election, terminate this Agreement at any time for Cause. Cause shall be
deemed to exist by reason of: (i)
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Employee's conviction or plea of guilty to the commission of a felony with
respect to the business and affairs of either the Company, HII or any
subsidiary of HII; (ii) the failure of Employee to perform the duties
reasonably required to be performed by her hereunder, or to carry out the
instructions of those to whom Employee reports (other than by reason of her
death or physical or mental disability), and such failure is material and
substantial, and continues, and is not remedied by Employee for a period of
more than ten (10) working days (other than by reason of physical or mental
disability, approved leave of absence, vacation or illness) after Employee
receives written notice from the Company specifying such failures in detail; or
(iii) a material and substantial violation by Employee of the provisions of
Paragraph 5 above, provided that Employee shall have ten (10) working days
following the date of the Company's written notice to Employee specifying in
detail the alleged breach(es), and Employee's failure to cure such violation
within said ten (10) day period. This Agreement shall terminate upon a
Termination for Cause, except that the restrictions in Paragraph 5 shall
continue, where applicable, to be enforceable in accordance with Paragraphs 15
and 16.
6.3 Voluntary Termination. If Employee voluntarily
terminates her Employment under this Agreement, this Agreement shall terminate,
except that the restrictions in Paragraph 5 shall continue, where applicable,
to be enforceable in accordance with Paragraphs 15 and 16. As used in this
Agreement, "Voluntary Termination" or "Voluntarily Terminated" shall mean
Employee's Termination of Employment for reasons other than death, disability
under Paragraph 6.1, or being expressly discharged by the Company.
6.4 Whenever Employee and the Company shall mutually
agree in writing to such Termination.
7. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter. This Agreement is executed
without reliance upon any promise, warranty or representation by any party
other than those expressly contained herein, and each party has carefully read
this Agreement, and has been advised of its meaning and legal, tax and business
consequences by such party's attorneys, and signs this Agreement of the party's
own free will.
8. EFFECT OF WAIVER. The failure of any party to insist on strict
compliance with any of the terms, covenants, or conditions of this Agreement by
any other party shall not be
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deemed a waiver of that term, nor shall any waiver or relinquishment of any
right or power at any one time or times be deemed a waiver or relinquishment of
that right or power for all or any other times.
9. SEVERABILITY. All of the provisions of this Agreement are intended to
be distinct and severable. If any provision of this Agreement is or is
declared to be invalid, illegal, void or unenforceable in any jurisdiction for
any reason whatsoever, then such provision shall be deemed stricken and
ineffective in such jurisdiction only to the extent of such invalidity,
illegality, voidness or unenforceability, and the remaining terms and
provisions of this Agreement shall continue in full force and effect. Such
invalidity, illegality, voidness or unenforceability shall not affect either
the balance of such provision, to the extent it is not invalid or
unenforceable, or the remaining provisions hereof, nor render invalid, illegal,
void or unenforceable, such provision in any other jurisdiction. If any
provision of this Agreement shall be deemed invalid due to its scope or
breadth, such provision shall be deemed valid to the extent it may be
reconstrued, limited or stricken so as to be permitted by applicable law.
10. AMENDMENT. This Agreement may be amended or modified only by an
instrument in writing, stating the amendment or modification, and signed by the
parties hereto.
11. GOVERNING LAW. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of California as applied to contracts
that are executed and performed entirely in California.
12. INTERPRETATION AND CONSTRUCTION. This Agreement has been fully and
freely negotiated by all of the parties hereto, shall be considered as having
been drafted jointly by all of the parties hereto, and shall not be interpreted
or construed against or in favor of any party on account of its participation
or lack thereof in the drafting of this Agreement.
13. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be one and the same instrument.
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14. BINDING ON SUCCESSORS. Except as otherwise specified, the provisions
of this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, executors, personal representatives,
successors and assigns.
15. DISPUTE RESOLUTION.
15.1 Notice of Claims. In the event of any dispute
arising under this Agreement, the party raising such dispute shall notify the
other party in writing of the nature of any such dispute in reasonable detail,
and specify any amount thereof in dispute.
15.2 Good Faith Settlement Negotiations. The parties
shall have good faith discussions designed to reconcile their differences, and
any resolution by them shall be final, binding and conclusive on the parties.
15.3 Judicial Arbitration and Mediation Services
Procedure. If the parties are unable to reach a resolution satisfactory to the
parties within twenty (20) days following receipt of such written notice of
dispute, the parties shall within ten (10) days thereafter mutually select a
retired judge of the panel of retired judges designated by the Los Angeles
Office of Judicial Arbitration and Mediation Services, Inc. ("JAMS"), to whom
they shall submit for resolution any item remaining in dispute. If the parties
do not agree upon such selection within such ten (10) day period, then, and in
such event, either of the parties may request that JAMS provide a list of three
(3) available retired judges, and each party shall strike one (1). If one
party refuses to strike one (1) within five (5) business days, then the other
party shall strike two (2). The remaining judge shall serve as the judge
designated to settle such dispute (the "Deciding Judge"). The Deciding Judge
and the parties shall meet within fifteen (15) days after such designation, and
the Deciding Judge shall act to resolve the dispute between the parties. The
Deciding Judge may resolve such dispute in any manner he deems appropriate, and
such determination shall be final and binding, may be entered in any court
having jurisdiction, and shall not be appealable for any reason except fraud.
Without limiting the generality of the foregoing, the Deciding Judge shall
determine all matters relating to the procedure for resolving such dispute,
including, without limitation, all matters relating to discovery, evidence,
briefs and motions.
15.4 Good Faith. All claims shall be made in good faith.
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15.5 Right to Injunctive Relief. Employee acknowledges
that the Company, HII and its subsidiaries will suffer irreparable injury, not
readily susceptible of valuation in monetary damages, if Employee breaches any
of her obligations under Paragraph 5. Accordingly, Employee agrees that the
Company will be entitled to injunctive relief against any breach or prospective
breach by Employee of Employee's obligations under Paragraph 5.
16. ATTORNEY'S FEES AND COSTS. If arbitration or any action at law or in
equity is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs, and
necessary disbursements in addition to other relief to which that party may be
entitled. This provision shall be construed as applicable to the entire
Agreement.
17. NOTICES. All notices, demands and other communications ("Notices")
required or permitted to be given by any provision of this Agreement, shall be
sufficiently given if in writing and sent by facsimile to a facsimile number
provided by the addressee, followed by being mailed by registered or certified
mail, return receipt requested, postage prepaid, or mailed by registered or
certified mail, return receipt requested, postage prepaid, or by messenger, to
the Company or to Employee, as the case may be, as follows:
To the Company:
M.G. Electronics, Inc.
31364 Via Colinas #103
Westlake Village, CA 91362
Fax: (818) 841-4291
WITH A COPY TO HII:
Haskel International, Inc.
100 E. Graham Place
Burbank, CA 91502
Fax: (818) 841-4291
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TO EMPLOYEE:
Doranda Frison
Or such other address, or to such other persons, as shall be furnished in
writing by any of the parties hereto; and any such Notice shall be deemed to
have been given on the day after the date so mailed (except that a notice of
change of address shall not be deemed to have been given until received by the
addressee), or, if sent by facsimile on the date transmitted, or if by
messenger, when received.
18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when duplicate counterparts have been signed by each of
the parties hereto and delivered one to Buyer and one to Employee.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
"The Company"
M.G. Electronics, Inc.
By: /s/ R. Malcolm Greaves
Title:__________________________
"Employee"
/s/ Doranda Frison
Doranda Frison
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