SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________________
Date of report (Date of earliest event reported) November 23,1998
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PRINCETON VIDEO IMAGE, INC.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 000-23415 22-3062052
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
15 Princess Road, Lawrenceville, New Jersey 08648
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 912-9400
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(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events.
On November 30, 1998 the Registrant issued the following press
release relating to the naming of Dennis P. Wilkinson as the
Registrant's President and Chief Executive Officer:
"PRINCETON VIDEO IMAGE, INC. NAMES DENNIS P. WILKINSON AS
NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER
"- Extensive Senior Level Management Experience in Advertising and
Broadcasting Industries -
"Lawrenceville, NJ, November 30, 1998 - Princeton Video Image,
Inc. (Nasdaq: PVII; http://www.pvimage.com), today announced that
it has named Dennis P. Wilkinson to the position of President and
Chief Executive Officer, reporting to the Company's Board of
Directors.
"Mr. Wilkinson, 50, was previously Senior Vice President of
Marketing and Programming at Primestar, Inc., the nation's second
largest Direct Broadcast Satellite provider. In addition to
managing a $100 million annual advertising budget, he was
responsible for both marketing and programming at Primestar,
helping to facilitate the company's exceptional revenue growth from
$100 million to over $1 billion annually and negotiating over 100
programming contracts in under three years.
"Prior to his tenure at Primestar, Mr. Wilkinson was Senior
Vice President of Consumer Marketing at Time Warner
Entertainment/Home Box Office from 1992 to 1995, where he was
responsible for all consumer marketing, including brand
positioning, advertising, promotion, and ethnic marketing.
"Mr. Wilkinson also has extensive advertising industry
expertise. He was Executive Vice President and General Manager of
Young & Rubicam/Chicago, President of DDB Needham Worldwide/San
Francisco, and Senior Vice President and Deputy General Manager of
Foote, Cone & Belding/San Francisco. He began his career as an
Account Executive at J. Walter Thompson Company.
"Brown Williams, Chairman, commented, 'Denny's exceptional and
extensive experience as a senior level executive in the advertising
and broadcasting industries, coupled with his remarkable track
record of new business development in these fields, makes him a
superb selection for the positions of President and Chief Executive
Officer of Princeton Video Image. His years of accomplishment in
the advertising community will prove invaluable as we strengthen
our relationship with that important constituency.'
"Mr. Williams added, 'Denny's outstanding leadership and
marketing skills will be crucial as Princeton Video Image continues
its transition from a technology company to a marketing company.
As we build upon our existing partnerships, develop new products,
and increase our penetration in the domestic and international
markets, we are confident that Denny will be a critical addition to
our management team.'
"Mr. Wilkinson succeeds Douglas Greenlaw, who in April 1998
announced his intention to step down as Chief Executive Officer by
year-end.
"Mr. Williams continued, 'On behalf of the Board of Directors
and our shareholders, I would like to thank Doug for his past
contributions to Princeton Video Image, as well as his continuous
support during this transition period. We extend to him our best
wishes for continued success.'
"Princeton Video Image, Inc. developed and is marketing a
real-time video insertion system that, through patented pattern
recognition technology, places computer-generated electronic images
into television broadcasts of sporting events as well as other
programming. These electronic images range from simple corporate
names and logos to sophisticated 3-D images and animated effects.
The company is headquartered in Lawrenceville, New Jersey, with
offices in New York City.
"Any statements contained in the press release that relate to
future plans, events or performance are forward-looking statements
that involve risks and uncertainties including, but not limited to,
those relating to market acceptance, dependence on strategic
partners and third party sales, contractual restraints on use of
the Company's technology, a rapidly changing commercial and
technological environment, competition, possible adverse
regulations, need for additional financing, intellectual property
rights and litigation, and other risks identified in the Company's
filings with the Securities and Exchange Commission. Actual
results, events or performance may differ materially. The Company
undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof to reflect
the occurrence of unanticipated events."
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Princeton Video Image, Inc.
By: /s/ Lawrence L. Epstein
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Lawrence L. Epstein,
Vice President of Finance
and Chief Financial Officer
Date: November 30, 1998
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EXHIBIT INDEX
Exhibit
No. Description of Exhibit
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10.1* Employment Agreement, dated November 23, 1998, between
the Registrant and Dennis P. Wilkinson.
<PAGE>
EXHIBIT 10.1
[PVI LOGO AND PVI LETTERHEAD]
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of
November 23, 1998, is entered into by and between Princeton Video
Image, Inc., a corporation organized and existing under the laws of
the State of New Jersey (the "Company"), and Dennis P. Wilkinson
(the "Employee").
WHEREAS, the Company and the Employee wish to enter into an
agreement whereby the Employee shall be employed by the Company as
its President and Chief Executive Officer, upon the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto hereby agree
as follows:
1. Term of Employment. Subject to the terms and conditions of
this Agreement, the Company will employ the Employee, and the
Employee will serve the Company, as its President and Chief
Executive Officer, and/or such other senior executive position or
positions as the Company may request from time to time, for a
period beginning on the date hereof and terminating on the third
anniversary of such date (the "Initial Term"). Following the
expiration of the Initial Term and of each extension period
referred to in this sentence, the term of this Agreement
automatically shall be extended for a period of three years
thereafter, unless either party shall have given the other party
notice at least 90 days prior to the end of the then current term
that such party does not wish to extend the term of this Agreement
(such term, as it may be shortened by termination of the Employee's
employment hereunder pursuant to the provisions of this Agreement
or extended, the "Term of Employment").
2. Duties. During the Term of Employment, the Employee will serve
as the President and Chief Executive Officer of the Company,
subject to the terms of this Agreement and the direction and
control of the Board of Directors of the Company . The primary
location of the Employee's employment hereunder shall be the
headquarters of the Company (currently, Lawrence Township, New
Jersey), but the Employee also will be required to engage in
business in the Company's New York City office on a regular basis.
The Employee will, during the Term of Employment, serve the Company
faithfully and to the best of his ability,
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and will, consistent with the dignity of the offices of the
President and Chief Executive Officer of the Company, hold, in
addition to such offices, such other offices in the Company to
which he may be appointed or assigned from time to time by the
Board of Directors of the Company and will discharge such duties in
connection therewith. The Employee shall devote all of his
business time to the performance of his duties hereunder, provided
that the Employee shall not be precluded from serving as a member
of up to two outside boards of directors or advisory boards of
companies or organizations so long as such service does not violate
the provisions of Section 10 of this Agreement or interfere with
the performance of the Employee's duties hereunder.
3. Election as Director. At the next meeting of the Board of
Directors, the Company will use its best efforts to obtain the
nomination of, and so long thereafter as the Employee shall remain
the President and Chief Executive Officer of the Company, the
election of the Employee as a director of the Company. In the
event that the Employee is, or is elected as, a director of the
Company, the Employee shall perform all duties incident to such
directorship faithfully and to the best of his ability.
4. Compensation. The Company will, during the Term of
Employment, pay to the Employee as compensation for the performance
of his duties and obligations hereunder an initial base salary at
the rate of $275,000 per annum ("Salary"), payable in equal semi-monthly
installments. At the end of the first 365 days of
employment, the Salary will increase to $300,000 and at the end of
the second 365 days of employment, the Salary will increase again
to $325,000 based on performance as determined by the Board, in the
exercise of its sole discretion. In addition, for each 365-day
period, the Employee will be entitled to a bonus in an amount up
to $25,000, to be determined by the Board, in the exercise of its
sole discretion; provided, however, that notwithstanding any other
provision of this Section 4, the Employee shall receive a bonus of
$25,000 at the end of the first such 90-day period of the Initial
Term if the Employee shall have discharged his duties to the
Company in a satisfactory manner during such 90-day period. In
making determinations as to whether to award the Employee increases
in Salary and bonuses, the Board of Directors shall take into
consideration whether the Employee shall have attained reasonable
stated goals and objectives that have been set during the Initial
Term by the Compensation Committee of the Board (as may be modified
from time to time).
5. Other Benefits. During the Term of Employment:
a. The Employee shall be entitled to participate in employee
benefit plans and programs of the Company to the extent that his
position, tenure, salary, age, health and other qualifications make
him eligible to participate. The Company does not guarantee the
adoption or continuance of any particular
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employee benefit plan or program during the Term of Employment, and
the Employee's participation in any such plan or program shall be
subject to the provisions, rules, regulations and laws applicable
thereto; provided, however, that the Employee shall be entitled to
health and hospital insurance benefits consistent with the past
practices of the Company in effect with respect to Company
personnel generally; and provided, further, that any employee
benefit plans and programs instituted by the Company for the
benefit of its officers generally will be made available to
Employee on terms no less favorable to Employee than those terms
offered to any other officer of the Company.
b. While employed hereunder, the Employee shall be entitled to
three weeks' vacation per year. Such vacation may be taken by the
Employee at such times as do not unreasonably interfere with the
business of the Company. The accumulation of annual vacation time
earned but not taken will be in accordance with the Company policy
guidelines. Additional vacation will be earned in accordance with
Company policy.
c. Within thirty days of the date of this Agreement, subject to
Board approval, the Company shall grant to the Employee two stock
options, pursuant to the Company's 1993 Stock Option Plan, as
amended (the "Plan"), as follows:
d. The first such option shall be for the purchase of 200,000
shares of Common Stock of the Company ("Common Stock") at an
exercise price equal to $4.00 per share or the closing price on the
day this agreement is signed whichever is higher. Such option
grant shall provide that, if the Employee shall be employed by the
Company and shall have discharged his duties to the Company in a
satisfactory manner on the relevant vesting dates, such option
shall vest and become exercisable over a three-year period, in
equal monthly increments during the first 36 months of the Term of
Employment.
e. The second such option shall be for the purchase of an
additional 200,000 shares of Common Stock at an exercise price
equal to $7.00 per share or the closing price on the day this
agreement is signed whichever is higher. The stock option grant
agreement evidencing such option shall provide that options
covering 50,000 shares shall vest and become exercisable each year
if the Company's revenues from operations for each period set forth
below (as reflected on the Company's audited financial statements
for the relevant period) meet or exceed the applicable upper
milestone also set forth below. 25,000 shares shall vest and
become exercisable each year that the Company's revenues from
operations for each period set forth below (as reflected on the
Company's audited financial statements for the relevant period)
meet exactly the applicable lower milestone set forth below. If
the revenue is between the upper and lower revenue milestones, the
number of options will be prorated accordingly between the upper
and lower grants.
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Time Period Revenue Milestone Range
Fiscal year ending June 30, 1999 $2,000,000 - $3,000,000
Fiscal year ending June 30, 2000 $5,000,000 - $7,500,000
Fiscal year ending June 30, 2001 $10,000,000 - $15,000,000
Fiscal year ending June 30, 2002 $20,000,000 - $30,000,000
Any options that vest and become exercisable under this Section
5(e) shall do so on the date of the Company's independent auditor's
final report containing audited financial statements for the period
in question (each, a "Report Date"). With the exception of the
fiscal year ending June 30, 1999, to the extent that the Company's
revenues from operations for any period do not at least meet the
minimum milestone for such period, the options earmarked for
vesting with respect to such period shall expire on the Report
Date. For the fiscal year ending June 30, 1999, if the minimum
revenue milestone is not met, 25, 000 options will be added to the
minimum and maximum grants for the year 2000.
f. The options to be issued under this Section 5 shall be for a
term of 10 years, subject to earlier termination 90 days after
termination of the Employee's employment, and shall be in the form
of, and on such terms and conditions as provided in, the Company's
standard form of Stock Option Grant Agreement in effect as of the
date of this Agreement.
The Company has provided to Employee, and the Employee
acknowledges receipt of, a copy of the Plan as in effect as of the
date of this Agreement and information concerning the current
capital structure of the Company, including the number of shares of
Common Stock and other securities currently issued and outstanding,
and the number of shares of Common Stock issuable in connection
with outstanding warrants and options.
g. The stock option grant agreement for the option described in
this Section 5 also will provide that all unvested options will
become exercisable immediately upon a merger, consolidation,
acquisition of property or stock, reorganization (other than a mere
reincorporation or the creation of a holding company) or
liquidation of the Company, as a result of which the shareholders
of the Company receive cash, stock or other property in exchange
for or in connection with their shares of the Company's Common
Stock. In addition, such option shall become immediately
exercisable in the event of a change in control of the Company. A
change in control of the Company shall be deemed to occur if (i)
the Company is merged with or into or consolidated with another
corporation or other entity under circumstances where the
shareholders of the Company immediately prior to such merger or
consolidation do not own after such merger or consolidation shares
representing at least fifty percent of the voting power of the
Company or the surviving or resulting corporation or other entity,
as the case may be, or (ii) if the Company is liquidated or sells
or otherwise disposes of substantially all of its assets to another
corporation or entity, or (iii) if any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934 shall become the
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beneficial owner (within the meaning of Rule 13d-3 under such Act)
of forty (40%) percent or more of the Common Stock of the Company
other than pursuant to a plan or arrangement entered into by such
person and the Company or otherwise approved by the Board of
Directors, or (iv) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the
entire Board of Directors shall cease for any reason to constitute
a majority of the Board unless the election or nomination for
election by the Company's shareholders of each new director was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period.
h. In the event that the acceleration, as set forth in Section
5(g) of this Agreement, of any option to be granted to the Employee
pursuant to the Plan, as the case may be, which causes the option
to be exercisable immediately (the "Accelerated Options"), (i)
constitutes a "parachute payment" within the meaning of section
280G of the Internal Revenue Code of 1986, as amended (the "Code"),
and (ii) but for this Section 5(h), would be subject to the excise
tax imposed by section 4999 of the Code (the "Excise Tax"), then
the amount of the Accelerated Options may be reduced to the largest
amount which the Employee, in his sole discretion, determines would
result in no portion of the Accelerated Options (or only such
portion thereof as is acceptable to the Employee) being subject to
the Excise Tax. The determination by the Employee of any reduction
shall be conclusive and binding upon the Company. The Company
shall reduce such Accelerated Options only upon written notice by
the Employee indicating the amount of such reduction.
6. Expenses. During the Term of Employment, all travel and other
reasonable business expenses incident to the rendering of services
by the Employee under this Agreement will be paid or reimbursed by
the Company subject to the submission of appropriate vouchers and
receipts in accordance with the Company's policy from time to time
in effect.
7. Death, Disability.
a. The Employee's employment under this Agreement shall be
terminated by the death of the Employee. In addition, the
Employee's employment under this Agreement may be terminated by the
Board of Directors of the Company if the Employee shall be rendered
incapable by illness or any other disability from complying with
the terms, conditions and provisions on his part to be kept,
observed and performed for a period in excess of 180 days (whether
or not consecutive) or 90 days consecutively, as the case may be,
during a 12-month period during the Term of Employment
("Disability"). If the Employee's employment under this Agreement
is terminated by reason of Disability of the Employee, the Company
shall give notice to such effect to the Employee in the manner
provided herein. In the event that the Employee receives
disability insurance benefits for which payment was made by the
Company after the
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date of this Agreement and prior to termination of the Employee's
employment under this Agreement pursuant to this Section 7(a), the
Employee's Salary shall be reduced by an amount equal to the amount
of such benefits.
b. In addition to and not in substitution for any other benefits
that may be payable by the Company in respect of the death of the
Employee, in the event of such death, the Salary payable hereunder
shall continue to be paid at the then current rate for three months
after the termination of employment, and any bonus to which the
Employee would have been entitled for the year in which his death
occurs shall be pro rated to the date of his death and paid not
later than three months after the termination of employment. All
sums payable pursuant to this Section 7(b) shall be paid to the
Employee's personal representative.
c. In addition to and not in substitution for any other benefits
which may be payable by the Company in respect of a Disability of
the Employee, in the event of the termination of the Employee's
employment hereunder due to such Disability pursuant to Section
7(a), the Company shall pay the Employee, in 12 equal semi-monthly
installments, an aggregate amount equal to six months' Salary at
the rate in effect on the effective date of such termination;
provided, however, that the Company shall deduct from such payments
the amount of any and all disability insurance benefits paid to the
Employee during such six-month period that were paid for by the
Company after the date of this Agreement and prior to the
termination of the Employee's employment under this Agreement. In
addition, any bonus to which the Employee would have been entitled
for the year in which such termination of employment occurs shall
be pro rated to the date of such termination and paid not later
than 12 months after such termination.
8. Disclosure of Information, Inventions and Discoveries. The
Employee shall promptly disclose to the Company all processes,
trademarks, inventions, improvements discoveries and other
information related to the business of the Company (collectively,
"Developments") conceived, developed or acquired by him alone or
with others during the Term of Employment or during any earlier
period of employment by the Company or any predecessor of the
Company, whether or not during regular working hours or through the
use of materials or facilities of the Company. All such
Developments shall be the sole and exclusive property of the
Company, and, upon request, the Employee shall promptly deliver to
the Company all drawings, sketches, models and other data and
records relating to such Developments. In the event any such
Development shall be deemed by the Company to be patentable, the
Employee shall, at the expense of the Company, assist the Company
in obtaining a patent or patents thereon and execute all documents
and do all such other acts and things necessary or proper to obtain
letters patent and to invest in the Company full right, title and
interest in and to such Developments. Any Developments that are
copyrightable shall be deemed to be "works made for hire," and the
Company shall be deemed the author of such works under the United
States Copyright Act.
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9. Non-Disclosure. The Employee shall not, at any time during or
after the Term of Employment, divulge, furnish or make accessible
to anyone (otherwise than in the regular course of business of the
Company) or use for his own account or for the account of any other
person any knowledge or information with respect to confidential or
secret processes, inventions, discoveries, improvements, formulae,
plans, materials, devices or ideas or other know-how, whether
patentable or not, with respect to any confidential or secret
development or research work or with respect to any other
confidential or secret aspects of the Company's business
(including, without limitation, customer lists, supplier lists and
pricing arrangements with customers or suppliers) (collectively,
the "Confidential Information"). This Section 9 shall not apply to
any information that (I) is or becomes generally available to the
public other than as a result of a disclosure directly or
indirectly by the Employee, or (ii) is or becomes available to the
Employee on a non-confidential basis from a person other than the
Company or its officers, directors or agents who, to the Employee's
knowledge after due inquiry, is not and was not bound by a
confidentiality obligation to the Company and was not otherwise
prohibited from transmitting such information to the Employee.
10. Non-Competition. The Company and the Employee agree that the
services rendered by the Employee will be unique and irreplaceable.
In addition to and in furtherance of Section 9 of this Agreement,
the Company and the Employee agree that the Employee will have (and
already may have had), unlimited access to the Confidential
Information and that preserving the proprietary nature of the
Confidential Information is of utmost importance to the Company.
By giving the Employee an opportunity or incentive to breach his
obligations to the Company under Section 9 of the Agreement, any
relationship between the Employee and a competitor of the Company
during or following the Term of Employment will potentially cause
the Company irreparable injury, regardless (in the event of
termination or expiration of the Term of Employment) of the
circumstances under which the Term of Employment ends, and even if
the Employee is terminated by the Company for cause. Therefore, in
light of the foregoing, the Employee agrees that during the Term of
Employment and for a period of two years thereafter, the Employee
shall not, directly or indirectly, through any other person, firm,
corporation or other entity (whether as an officer, director,
employee, partner, consultant, holder of equity or debt investment,
lender or in any other manner or capacity):
a. design, manufacture, sell, market, offer to sell or supply
television technology, or use thereof, similar to that being
developed or sold by the Company for use in inserting images into
live or taped television broadcasts on the date of the termination
of Employee's employment under this Agreement for any reason, in
the United States or those foreign countries where the Company,
during the Term of Employment, conducts or proposes to conduct
business or initiate activities;
b. solicit, induce or encourage, or attempt to induce or
encourage, any employee of the Company to terminate his or her
employment with the Company or to breach any other obligation to
the Company;
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c. solicit any customer, potential customer, or supplier of the
Company, or interfere with, disrupt or alter or attempt to
interfere with, disrupt or alter the relationship, contractual or
otherwise, between the Company and any customer, potential
customer, or supplier of the Company; or
d. engage in or participate in any business conducted under any
name that shall be the same as or similar to the name of the
Company or any trade name used by it.
The Employee acknowledges that the geographic, activity and
time limitations contained in this Section 10 are reasonable and
properly required for the adequate protection of the Company's
business. In the event that any such geographic, activity or time
limitation is deemed to be unreasonable by a court of competent
jurisdiction, the Employee shall submit to the reduction of said
geographic, activity or time limitation in accordance with Section
21. In the event that the Employee is in violation of the
restrictive covenants set forth in this Section 10, then the time
limitation for such covenants shall be extended for a period of
time equal to the pendency of any proceedings brought to enforce
such covenants, including any appeals.
11. Remedies.
a. The Employee acknowledges that irreparable injury would result
to the Company if the provisions of Section 8, 9, 10 or 16 were not
specifically enforced and agrees that the Company shall be entitled
to any appropriate legal, equitable or other remedy, including
injunctive relief, in respect to any failure to comply with the
provisions of Section 8, 9, 10 or 16.
b. In furtherance of and not in limitation of Section 11(a), in
the event that, subsequent to the Term of Employment, the Employee
breaches any of his obligations to the Company under Section 8, 9,
10 or 16, then any obligation of the Company to make further
payments to the Employee pursuant to this Agreement shall
terminate. Any such termination shall not limit or affect the
Company's right to pursue any other remedy available to the Company
at law or in equity.
12. Termination for Cause. In addition to any other remedy
available to the Company, either at law or in equity, the
Employee's employment with the Company may be terminated by the
Board of Directors for cause, which shall include, without
limitation: (I) the Employee's conviction from which no further
appeal may be taken for, or plea of nolo contendere to, a felony or
a crime involving moral turpitude, (ii) the Employee's commission
of a breach of fiduciary duty involving personal profit in
connection with the Employee's employment by the Company, (iii) the
Employee's commission of an act that the Board of Directors
reasonably shall have found to have involved willful misconduct or
gross negligence on the part
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of the Employee, in the conduct of his duties under this Agreement,
(iv) habitual absenteeism, (v) the Employee's material breach of
any material provision of this Agreement that remains uncured for a
period of 30 days following notice by the Company, or (vi) the
willful and continued failure by the Employee to perform
substantially his duties with the Company (other than any such
failure resulting from his incapacity due to physical or mental
illness). In the event of termination under this Section 12, the
Company's obligations under this Agreement shall cease, and the
Employee shall forfeit all rights to receive any future
compensation under this Agreement. Notwithstanding any termination
of this Agreement pursuant to this Section 12, the Employee, in
consideration of his employment hereunder through the effective
date of such termination, shall remain bound by the provisions of
Sections 8, 9, 10 and 16 following such termination.
13. Termination Without Cause. Each of the Company and the
Employee may terminate the Employee's employment under this
Agreement at any time for any reason whatsoever, without any
further liability or obligation of the Company to the Employee, or
of the Employee to the Company, from and after the effective date
of such termination (other than as set forth in this Section 13 or
in Section 15 and those liabilities or obligations accrued but
unsatisfied on, or surviving, the date of such termination), by
sending 90 days' prior notice to the other party. In the event the
Company elects to terminate the Employee's employment under this
Agreement pursuant to this Section 13, the Company shall continue
to pay the Employee, in equal semi-monthly installments, the full
Salary (inclusive of paid medical plan, but exclusive of bonuses,
if any) as such Salary otherwise would have accrued for a period
equal to the balance of the then current term of the Agreement but
in no case for less than 12 months; provided, however, that if the
Company elects to terminate this Agreement pursuant to this Section
13 during the first six months of the Initial Term, such period
shall be limited to 12 months. The payments described in the
preceding sentence shall be made without regard to whether Employee
has sought or obtained any other employment during such period. In
the event the Employee elects to terminate the Employee's
employment under this Agreement prior to the end of the then
current term, the Company's obligation to pay Salary and bonuses,
and to provide benefits, to the Employee shall cease as of the
effective date of termination. Any termination of the Employee's
employment under this Agreement by the Company as provided in this
Section 13 shall be in addition to, and not in substitution for,
any rights with respect to termination of the Employee which the
Company may have pursuant to Section 12. Notwithstanding any
termination of the Employee's employment under this Agreement
pursuant to this Section 13, the Employee, in consideration of his
employment hereunder through the effective date of such
termination, shall remain bound by the provisions of Sections 8, 9,
10 and 16 following any such termination.
14. Resignation. In the event that the Employee's services under
this Agreement are terminated under any of the provisions of this
Agreement (except by death), the Employee agrees that he will
deliver to the Board of Directors his written resignation from all
positions held with the Company, such resignation to
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become effective immediately; provided, however, that nothing
herein shall be deemed to affect the provisions of Sections 8, 9,
10 and 16 relating to the survival thereof following termination of
the Employee's employment hereunder; and provided, further, that
except as expressly provided in this Agreement, the Employee shall
be entitled to no further compensation hereunder in connection with
such termination or resignation.
15. Resignation for Good Cause. If the Employee shall terminate
his employment under this Agreement pursuant to Section 13 for good
reason, he shall be entitled to all payments and shall have all of
the other rights to which he would have been entitled if the
Company had terminated his employment pursuant to Section 13. For
purposes of this Section 15, "good reason" shall mean the
Employee's duties or responsibilities shall become substantially
inconsistent with those of senior executive management of the
Company, or the Company shall have materially breached its
obligations under this Agreement and such breach shall not have
been cured at the time the Employee terminates his employment.
16. Data. Upon expiration or termination of the Term of
Employment, the Employee or his personal representative shall
promptly deliver to the Company all books, memoranda, plans,
records and written data of every kind relating to the business and
affairs of the Company and all copies of Confidential Information
that are then in the Employee's or such representative's possession
or control.
17. Insurance. The Company shall have the right, at its own cost
and expense, to apply for and to secure in its own name, or
otherwise, life, health and/or accident insurance covering the
Employee, and the Employee agrees to submit to usual and customary
medical examinations and otherwise to cooperate with the Company in
connection with the procurement of any such insurance and any
claims thereunder.
18. Relocation Allowance. In the event that during his tenure as
an employee, it becomes necessary for Employee to relocate his
family residence closer to the Company's headquarters in
Lawrenceville, NJ, the Company will facilitate and pay reasonable
cost of such move.
19. Waiver of Breach. Any waiver of any breach of this Agreement
shall not be construed to be a continuing waiver or consent to any
subsequent breach on the part either party.
20. Assignment. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of the Company upon any
sale of all or substantially all of the Company's assets, or upon
any
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merger or consolidation of the Company with or into any other
entity, all as though such successors and assigns of the Company
and their respective successors and assigns were the Company.
Insofar as the Employee is concerned, the obligations of the
Employee under this Agreement, being personal, may not be assigned,
and any such purported assignment shall be void and of no effect;
provided, however, that the Employee may assign to third parties
the right to receive payment under this Agreement and, to the
extent consistent with the Plan, may transfer to third parties any
stock options granted to the Employee under this Agreement and any
Common Stock issued upon the exercise thereof; and provided,
further, that to the extent the transfer of stock options and
Common Stock issued upon the exercise thereof is inconsistent with
the Plan, the Company will consider in good faith amending the Plan
in order to permit such transfers.
21. Severability. To the extent that any provision of this
Agreement shall be invalid or unenforceable, it shall be considered
deleted herefrom, and the remainder of such provision and of this
Agreement shall be unaffected and shall continue in full force and
effect. Notwithstanding the foregoing, should any geographic,
activity or time limitation set forth in any provision of this
Agreement be found to be invalid or unenforceable under applicable
law, then such provision shall be construed to cover the maximum
geographic, activity or time limitation, as the case may be, that
may be validly and enforceably covered.
22. Notices. All notices, requests and other communications under
this Agreement shall be in writing and shall be deemed to have been
duly given, upon delivery if delivered in person or by personal
courier, telegraph, telex or facsimile transmission (receipt
confirmed), or five business days after being sent if delivered by
registered or certified mail, return receipt requested, postage
paid, or one business day after being deposited for next-day
delivery if delivered by a nationally recognized overnight courier
(signature required), addressed as follows:
If to the Employee:
Dennis P. Wilkinson
500 Hillbrook Road
Bryn Mawr, PA 19010
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with a copy to:
Solomon P. Friedman, Esq.
Moses & Singer LLP
1301 Avenue of the Americas
New York, NY 10019
Fax No.: (212) 554-7700
If to the Company:
Princeton Video Image, Inc.
15 Princess Road
Lawrenceville, NJ 08648
Fax No.: (609) 912-0044
Attn: Chairman of the Board of Directors
with a copy to:
Richard J. Pinto, Esq.
Smith, Stratton, Wise, Heher & Brennan
600 College Road East
Princeton, NJ 08540
Fax No.: (609) 987-6651
Any party, by written notice to the other in accordance with this
Section 22, may change the address to which notices to such party
are to be delivered or mailed.
23. General. Except as otherwise provided herein, the terms and
provisions of this Agreement shall constitute the entire agreement
between the Company and the Employee with respect to the subject
matter hereof and shall supersede any and all prior agreements or
understandings between the Company and the Employee, whether
written or oral. This Agreement shall be construed and enforced in
accordance with the laws of the State of New Jersey. This Agreement
may be amended or modified only by a written instrument executed by
the Company and the Employee. The headings of the sections of this
Agreement are for convenience of reference only and do not
constitute part of this Agreement. This Agreement may
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be executed in any number of counterparts, each of which, when
executed, shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
* * *
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<PAGE>
IN WITNESS WHEREOF, each of the parties has executed, or
caused to be executed by such party's duly authorized
representative, this Employment Agreement as of the date first
written above.
PRINCETON VIDEO IMAGE, INC.
By: /s/ Lawrence L. Epstein
Name: Lawrence Epstein
Title: Vice President of Finance
and Chief Financial Officer
/s/ Dennis P. Wilkinson
Dennis P. Wilkinson
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