EXHIBIT 10.3
OPTICAL CABLE CORPORATION
EMPLOYMENT AGREEMENT
This agreement made effective November 1, 1999 by and between Optical Cable
Corporation, having a place of business at 5290 Concourse Drive, Roanoke,
Virginia (hereinafter referred to as OCC), and Robert Kopstein, (hereinafter
referred to as Kopstein).
WHEREAS, OCC desires to employ Kopstein and Kopstein desires to accept such
employment upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, OCC employs Kopstein and Kopstein accepts employment upon the terms
and conditions:
1. EMPLOYMENT AND DUTIES: Kopstein is employed as President & Chief
Executive Officer of OCC. Kopstein hereby agrees to abide by the terms
and conditions of this Agreement.
2. TERM: The term of this Agreement shall begin on November 1, 1999 and
shall terminate on the 31st day of October, 2000.
3. STARTING DATE: This Agreement becomes effective November 1, 1999.
4. COMPENSATION: For all services rendered by Kopstein, OCC shall pay
Kopstein a salary, payable monthly, equal to 1.0% of the previous
fiscal year net sales and in order to stimulate the growth of OCC, OCC
shall pay Kopstein a sales commission equal to 1.0% of the positive
difference between the current fiscal year net sales and the prior year
net sales. Said sales commission shall be paid monthly and paid within
15 days after the end of the month. Said sales commission shall be
based on the difference in net sales between the period of employment
in the current fiscal year and the corresponding period of the previous
fiscal year.
5. PATENT RIGHTS: Kopstein's interest in any and all inventions or
improvements made or conceived by him, or which he may make or conceive
at any time after the commencement of and until the termination of his
employment or OCC, either individually or jointly with others, shall be
the exclusive property of OCC, its successors, assignees or nominees.
He will make full and prompt disclosure in writing to an officer or
official of OCC, or to anyone designated for that purpose by OCC, of
all inventions or improvements made or conceived by him during the term
of his employment. At the request and expense of OCC, and without
further compensation to him, Kopstein will for all inventions or
improvements which may be patentable, do all lawful acts and execute
and acknowledge any and all letters and/or patents in the United States
of America and foreign countries for any of such inventions and
improvements, set forth herein, and for vesting in OCC the entire
right, title and interest thereto. As used in this Agreement,
"inventions or improvements" means discoveries, concepts, and ideas,
whether patentable or not, relating to any present or prospective
activities of OCC, including, but not limited to, devices, processes,
methods, formulae, techniques, and any improvements to the foregoing.
6. CONFIDENTIALITY; DISCLOSURE OF INFORMATION: Since the work for which
Kopstein is employed and upon which he shall be engaged, will include
trade secrets and confidential information of OCC or its customers,
Kopstein shall receive such trade secrets and confidential information
in confidence and shall not, except as required in the conduct of OCC's
business, publish or disclose, or make use of or authorize anyone else
to publish, disclose, or make use of any such secrets or information
unless and until such secrets or information shall have ceased to be
secret or confidential as evidenced by public knowledge. This
prohibition as to publication and disclosures shall not restrict him in
the exercise of his technical skill, provided that the exercise of such
skill does not involve the disclosure to others not authorized to
receive trade secret or confidential information of OCC or its
customers. As used in this Agreement, "trade secrets and confidential
information" means any formula, pattern device or compilation of
information used in the business of OCC or its customers which gives
OCC or its customers an opportunity to obtain advantage over
competitors who do not know or use such information; the term includes,
but is not limited to, devices and processes, whether patentable or
not, compilations of information such as customer lists, business and
marketing plans, and pricing information where much of the information
involved is generally known or available but where the compilation,
organization or use of the information is not generally known and is of
significance to the business of OCC or its customers. The provisions of
this paragraph (six) 6 shall apply throughout the period of Kopstein's
employment with OCC, and for twelve (12) successive months immediately
following termination of that employment by either party for any
reason.
7. NON-COMPETE: Kopstein covenants and agrees that during the term of his
employment with OCC (as employee, consultant or otherwise) and for the
twelve (12) consecutive months immediately following termination of
that employment by either party for any reason he will not own or have
an ownership interest in, or render services to or work for any
business which competes with OCC or is engaged in the same or similar
business conducted by OCC during the period of Kopstein's employment
with OCC, or wishing three (3) months following termination of that
employment; nor will he call on, solicit or deal with any customers or
prospective customer of OCC learned about or developed during
Kopstein's employment with OCC. This Agreement shall apply to Kopstein
as an individual for his own account, as a partner or joint venturer,
as an employee, agent salesman or consultant for any person or entity,
as an officer, director or shareholder.
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8. RETURN OF OCC PROPERTY: Immediately upon the termination of his
employment with OCC, Kopstein will turn over to OCC all notes,
memoranda, notebooks, drawings, records, documents, and all computer
program source listings, object files, and executable images obtained
from OCC or developed or modified by him as part of his work for OCC
which are in his possession or under his control, whether prepared by
him or others, relating to any work done for OCC or relating in any way
to the business of OCC or its customers, it being acknowledged that all
such items are the sole property of OCC.
9. BENEFITS: Kopstein shall be entitled to such vacation and benefits of
OCC; may from time to time establish for employees of similar
positions, responsibilities and seniority.
10. BINDING ON OTHER PARTIES: This Agreement shall be binding upon and
inure to the benefit of Kopstein, his heirs, executors and
administrators, and shall be binding upon and inure to the benefit of
OCC and its successors and assigns.
11. ENFORCEMENT AND REMEDIES: This Agreement shall be enforced and
construed in accordance with the laws of the Commonwealth of Virginia.
Each party acknowledges that in the event of a breach or threatened
breach of the confidentiality or non-compete provisions set out in
paragraphs 6 and 7 of the Agreement, damages at law will be inadequate
and injunctive relief is appropriate in addition to whatever damages
may be recoverable. Kopstein agrees to pay the costs, including
attorneys fees incurred by OCC in enforcing the provisions of
paragraphs 6 and 7.
Each and all of the several rights and remedies contained in or arising
by reason of this Agreement shall be construed as cumulative and no one
of them shall be exclusive of any other or of any right or priority
allowed by law or equity. Nothing in this Agreement is intended to be
in derogation of the rights of either party under or pursuant to any
federal or state statute.
12. NOTICES: Any notice required or desired to be given under this
Agreement shall be deemed given if in writing sent by U.S. Mail to his
last known residence in the case of Kopstein or to its principal office
in the case of OCC.
13. SEVERABILITY AND LIMITED ENFORCEABILITY: It is understood and agreed
that, should any portion of any clause or paragraph of this Agreement
be deemed too broad to permit enforcement to its full extent, then such
restriction shall be enforced to the maximum extent permitted by law,
and the parties hereby consent and agree that such scope may be
modified accordingly in a proceeding brought to enforce such
restriction. Further, it is agreed that, should any provision
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in the Agreement be entirely unenforceable, the remaining provisions of
this Agreement shall not be affected.
14. ASSIGNMENT: This Agreement and the rights and obligations hereunder
shall be deemed unique and personal to Kopstein and Kopstein may not
transfer, pledge, encumber, assign, anticipate, or alienate all or any
part of this Agreement.
15. PRIOR AGREEMENT; MODIFICATION: No modifications or waiver of this
Agreement, or of any provision thereof, shall be valid or binding,
unless in writing and executed by both of three parties hereto. No
waiver by either party of any breach of any term or provision of this
Agreement shall be construed as a waiver of any succeeding breach of
the same or any other term or provision.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
/s/ Deborah B. Stokes /s/ Robert Kopstein
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WITNESS Robert Kopstein
Optical Cable Corporation
By: /s/ Kenneth W. Harber
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Kenneth W. Harber
Vice President of Finance
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