EMPLOYMENT AGREEMENT
Agreement made as of the first day of June, 1998, by and among Lori L.
O'Brien ("Employee") and PTC Holdings, Inc, a Delaware corporation (the
"Company").
PREAMBLE
The Board of Directors of the Company recognize Employee's potential
contribution to the growth and success of the Company and desires to assure the
Company of Employee's employment in the capacity as Director of Administration
for the Company and to therefor compensate her. Employee wants to be employed by
the Company and to commit herself to serve the Company on the terms provided
herein. Employee's duties will expressly include development of new strategic
partnerships, personnel, including the involvement with the invention of novel
items on behalf of the account of the Company.
NOW, THEREFORE, in consideration of the foregoing of the respective
covenants and agreements of the parties, the parties agree as follows:
ARTICLE 1
TERM OF EMPLOYMENT
Section 1.01. Specified Term. The Company hereby employs Employee and
Employee accepts employment with the Company for a period of four (4) years
beginning on January 1, 1998 and ending on January 1, 2002 on the terms and
conditions herein set forth.
Section 1.02. Earlier Termination. This Agreement may be terminated
earlier as provided in Article 4 hereinbelow.
Section 1.03. "Employment Term" Defined. As used herein, the phrase
"employment term" refers to the entire period of employment of Employee by the
Company hereunder, whether for the period provided above, or whether terminated
earlier as hereinafter provided, or extended by mutual agreement between the
Company and Employee.
1
<PAGE>
ARTICLE 2
DUTIES AND OBLIGATIONS OF EMPLOYEE
Section 2.01. General Duties. Employee shall serve as the Director of
Administration for the PTC subsidiary, Integrated Water and Power Corporation
(IWP). In such capacity, Employee shall do and perform all services, acts or
things necessary or advisable and fulfill the duties of the position and to
manage and conduct the business of the Company, including the hiring and firing
of subordinate employees, subject at all times to the agreement and concurrence
of the Chief Executive Officer (CEO) of the Company and to the policies set by
the Company's Board of Directors, and to the consent of the Board when required
by the terms of this contract. Additional duties shall include, but not be
limited to: assist in defining the vision of the Company, with the goal of
establishing leadership in the field of integrated water and power systems;
provide initiative in creating the business plan, and in setting the course for
the company; help in defining the philosophy and mission, with responsibility
for turning goals into operational reality; coordinate, or oversee coordination
of the work of the sub-units and sister subsidiaries; endure that the CEO is
informed of operations; represent the Company dealing with customers and with
other persons and entities; and represent the Company in public as required by
the CEO.
Section 2.02. Matters Requiring Consent of CEO. Employee shall not,
without specific approval of the Company's CEO or subsidiaries' CEO, do or
contract to do any of the following:
(a) Borrow on behalf of or cause debt to the Company during any one
fiscal year an amount in excess of $50,000.
(b) Purchase capital equipment for amounts in excess of the amounts
budgeted for expenditure by the Board of Directors;
(c) Sell any single capital asset of the Company having a market value
in excess of $10,000 or a total of capital assets during a fiscal year having a
market value in excess of $50,000
(d) Hire or fire subordinates.
2
<PAGE>
Section 2.03. Best Efforts Covenant. Employee will, to the best of her
ability, devote her full professional and business time and best efforts to the
performance of her duties for the Company and its subsidiaries and affiliates.
Section 2.04 Competitive Activities. During the term of this contract,
Employee shall not, directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, stockholder, corporate officer, director
or in any other individual or representative capacity, engage or participate in
any business that is in competition in any manner whatsoever with the business
of the Company. In furtherance, and not in limitation of the generality of the
preceding sentence, Employee shall not, for herself or on behalf of any person
or organization, directly or indirectly, compete with the Company, in the
development, manufacture, sale, solicitation or servicing of any then existing
product or process of, or service or business engaged in, by the Company, or any
other product or process of, or service or business engaged in, or under
development by, the Company. The provisions of this Section 2.04 shall not be
construed as preventing Employee from (a) investing her personal assets in
businesses which do not compete with the Company in such form or manner as will
not require any services on the part of the Employee in the operation or the
affairs of the companies in which such investments are made and in which her
participation is solely that of an investor, (b) purchasing securities in any
corporation whose securities are regularly traded provided that such purchase
shall not result in her collectively owning beneficially at any time five (5%)
percent or more of the equity securities of any corporation engaged in a
business competitive to that of the Company, and (c) participating in
conferences, preparing or publishing papers or books or teaching so long as the
CEO approves of such activities prior to the Employee's engaging in them. Prior
to commencing any activity described in clause (c) above, the Employee shall
inform the CEO of the Company, in writing of any such activity.
Section 2.05. Uniqueness of Employee's Services: Equitable Relief.
Employee hereby represents and agrees that the services to be performed under
the terms of this contract are of a special, unique, unusual, extraordinary and
intellectual character that gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in an action at law.
Employee, therefore, expressly agrees that the Company, in addition to any other
rights or remedies that the Company may possess shall be entitled to injunctive
and other equitable relief to prevent or remedy a breach of this contract by
Employee.
Section 2.06. Hired to Invent. Employee agrees that every improvement,
invention, process, apparatus, method, design and any other creation that
Employee may invent, discover, conceive or originate by herself or in
conjunction with any other person, especially during the term of Employee's
employment under this Agreement, that relates to the business carried on by the
Company, especially during the term of Employee's employment under this
3
<PAGE>
Agreement, shall be the exclusive property of the Company. Employee agrees to
disclose to the Company every patent application, notice of copyright or other
action taken by Employee or any affiliate or assignee to protect intellectual
property during the twelve (12) months following Employee's termination of
employment at the Company, for whatever reason, so that the Company may
determine whether to assert a claim under this section or any other provision of
this Agreement. Section 2.07. Confidential Information. ------------------------
(a) Employee recognizes and acknowledges that the Company's trade
secrets and proprietary knowledge, information, processes and know-how and
property belonging to third parties which the Company shall be under obligation
to protect and keep confidential ("Customer Confidential Information"), as they
may exist from time to time ("Confidential Information"), are valuable, special
and unique assets of the Company's business, access to and knowledge of which
are essential to the performance of Employee's duties hereunder. Accordingly,
Employee agrees to execute and deliver concurrently with the execution and
delivery of this Agreement, an Employee's Agreement Re: Inventions and
Confidential Information, substantially in the form attached hereto as Exhibit
A.
(b) Employee shall use her best efforts to prevent the removal of any
Confidential Information from the premises of the Company, except as required in
her normal course of employment by the Company. Employee shall use her best
efforts to cause all persons or entities to whom any Confidential Information
shall be disclosed by her hereunder to observe the terms and conditions set
forth herein as though each such person or entity was bound hereby.
(c) Employee acknowledges and agrees that during the course of and in
connection with her employment with the Company, she will have access to a third
persons Customer Confidential Information. Employee agrees that if requested by
any such third person she will execute and deliver all documents and agreements
that may be reasonably requested by such third person as necessary to protect
such third person's rights in and to its Customer Confidential Information, and
approved by the Company.
(d) Under Section 2.05 of this Agreement,the Company shall be entitled
to injunctive relief to restrain any violation, actual or threatened, by
Employee of the provisions of this Agreement.
4
<PAGE>
ARTICLE 3
COMPENSATION
Section 3.01. Annual Salary: Adjustment:
--------------------------
(a) For all services rendered under this Agreement, subject to any
adjustment as provided in this Section 3.01, the Company shall pay an annual
salary of Fifty-five thousand dollars ($55,000.00) dollars payable in equal
weekly installments.
(b) Commencing with January, 1999, and each January thereafter during
the term of this Agreement, the annual salary in effect on December 31 of the
immediately preceding year shall be adjusted for any change in the Consumer
Price Index from the then last preceding January through the then last preceding
December. As used in this Agreement, "Consumer Price Index" shall mean the
United States Department of Labor's Bureau of Labor Statistics' Consumer Price
Index, All Urban Consumers, All Items, Sacramento Metropolitan Area, California
(1967=100), or the successor of such index. If such index is discontinued or
revised, the index designated as the successor or substitute index by the
government of the United States shall be substituted. If such index is changed
so that a year other than 1967 shall equal 100, then such index shall be
converted in accordance with the conversion fact published by the United States
Bureau of Labor Statistics.
(c) In addition to any adjustments to the annual salary pursuant to
sub-section 3.01(b), there shall be an annual review for merit by the Company's
Board of Directors and an increase in the annual salary and/or bonus as may be
deemed appropriate to reflect the value of the services of the Employee.
Section 3.02. Performance Bonus: For achieving performance goals,
subject to approval by the Board of Directors of the Company, the employee is
eligible for a percentage of annual salary bonus.
Section 3.03 Employee's Benefits.
--------------------
(a) The Employee shall be entitled to participate in or receive
benefits under any employee benefit plan or arrangement made available by the
Company in the future to its officers and key management employees, subject to
and on a basis consistent with the terms, conditions and overall administration
of such plans and arrangements. Without in any way limiting the foregoing, such
benefits shall include the following:
(i) The Company, in order to retain its valued employees, will
establish a contributory Internal Revenue Code Section 401(k) plan by September
30, 1998. Contributions of the participating employees, including Employee, may
be matched by contributions from the Company at the discretion of the Board of
Directors of the Company.
5
<PAGE>
(ii) Employee shall be entitled to all paid legal holidays made
available by the Company such holidays to include, without limitation, New Years
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.
(iii) In addition to such paid holidays, Employee shall be entitled
to twenty (20) vacation days each calendar year, during which time Employee's
compensation shall be paid in full. Vacation time not taken in the calendar year
will be accumulated and added to the vacation time for subsequent years;
provided, however, Employee shall not take vacations in excess of ten (10)
consecutive business days without at least four (4) weeks' prior notice to the
Chairman and Chief Executive Officer of the Company.
(iv) The Company shall provide Employee fully-paid insurance
benefits as described in Exhibit B hereto.
(b) Nothing paid to the Employee under any plan or arrangement
presently in effect or made available in the future shall be deemed to be in
lieu of the annual salary payable to Employee pursuant to Section 3.01
hereinabove. Any payments or benefits payable to the Employee hereunder in
respect of any calendar year during which the Employee is employed by the
Company for less than the entire such year shall, unless otherwise provided in
the applicable plan or arrangement, be prorated in accordance with the number of
days in such calendar year during which she is so employed.
(c) In recognition of the necessity of the use of an automobile to the
efficient and expeditious performance of Employee's services, duties and
obligations to and on behalf of the Company, the Company shall bear the expense
of fuel and maintenance of the Employee's car in the form of reimbursement of
$0.31 per mile for miles driven for and documented to the Company
Section 3.04 Reimbursement of Business Expenses. The Company shall
promptly reimburse Employee for all reasonable business expenses incurred by
Employee in promoting the business of the Company, including expenditures for
entertainment, gifts and travel. Each such expenditure shall be reimbursable
only if it is of a nature qualifying it as a proper deduction on the federal and
state income tax return of the Company. Each such expenditure shall be
reimbursable only if Employee furnishes to the Company adequate records and
other documentary evidence required by federal and state statutes and
regulations issued by the appropriate taxing authorities for the substantiation
of that expenditure as an income tax deduction.
6
<PAGE>
ARTICLE 4
TERMINATION OF EMPLOYMENT
Section 4.01. Termination for Cause. The Company reserves the right to
terminate this Agreement if Employee (1) willfully breaches or habitually
neglects the duties which she is required to perform under the terms of this
Agreement; or (2) commits such acts of dishonesty, fraud, misrepresentation or
other acts of moral turpitude, that would prevent the effective performance of
her duties. The Company may in its opinion terminate this Agreement for the
reasons stated in this section by giving written notice of termination to
Employee without prejudice to any other remedy to which the Company may be
entitled, either at law, in equity or under this Agreement. The notice of
termination required by this section shall specify the ground for the
termination and shall be supported by a statement of relevant facts. Termination
under this section shall be considered "for cause" for the purposes of this
Agreement.
Section 4.02 Termination Without Cause. The employment of Employee
under this Agreement shall cease and this Agreement, other than the provisions
if Section 2.07, shall terminate:
(a) Upon the death of Employee;
(b) If during the term of this Agreement, Employee shall sustain a
Disability, as hereinafter defined, Employee shall be entitled to receive only
the benefits, if any, as may be provided by any insurance to which she may
become entitled to pursuant to Section 3.02 hereinafter. "Disability" as used
herein means the complete and total disability of Employee resulting from,
injury, sickness, disease or infirmity due to age, whereby Employee, for a
period of sixty (60) consecutive days, is unable to perform her usual services
for the Company;
(c) At the option of Employee, in the event that the Company shall have
failed to grant the Option as provided in Section 5.01 below.
ARTICLE 5
MISCELLANEOUS
Section 5.01. Option Grant. It is the understanding of the Company and
Executive that the Company shall grant to Employee, no later than September 30,
1998, an option to acquire shares of the common stock of the Company, the number
of shares subject to option, the exercise price and other terms to be as
mutually agreed by Employee and the Company. It is anticipated that such Option
shall not be a qualified stock option, as defined in Internal Revenue Code
section 421.
Section 5.02. Assignment. This Agreement may not be assigned by any
party hereto, provided that the Company may assign this Agreement: (a) to an
affiliate so long as such affiliate assumes the Company's obligations hereunder,
provided that no such assignment shall discharge the Company of its obligations
herein, or (b) in connection with a merger or consolidation involving the
Company or a sale of substantially all its assets to the surviving corporation
or purchaser as the case may be, so long as such assignee assumes the Company's
obligations thereunder.
7
<PAGE>
Section 5.03. Governing Law. This Agreement shall be construed in
accordance with and governed for all purposes by the laws of the State of
California.
Section 5.04. Interpretation.In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions in this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
Section 5.05. Notice. Any notice required or permitted to be given
hereunder shall be effective when received and shall be sufficient if in writing
and if personally delivered or sent by prepaid cable, telex or registered air
mail, return receipt requested, to the party to receive such notice at its
address set forth at the end of this Agreement or at such other address as a
party may by notice specify to the other.
Section 5.06. Amendment and Waiver. This Agreement may not be amended,
supplemented or waived except in writing, signed by the party against which
amendment or waiver is to be enforced. The waiver by any party of a breach of
any provision of this Agreement shall not operate to, or be construed as a
waiver of, any breach of that provision nor as a waiver of any breach of another
provision.
Section 5.07. Survival of Rights and Obligations. All rights and
obligations of the Employee or the Company arising during the term of this
Agreement shall continue to have full force and effect after the termination of
this Agreement unless otherwise provided herein.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
as of the date first above written.
COMPANY: EMPLOYEE:
PTC Holdings, Inc. By: /s/ Lori L. O'Brien
-------------------
Lori L. O'Brien
By:/s/ Rocco Guarnaccia 9232 Caspiane Way
-------------------- Sacramento CA 95826
Dr.Rocco Guarnaccia
Chairman
By:/s/ Robert l. Campbell
----------------------
Robert L. Campbell
Director
8
<PAGE>
Exhibit A
EMPLOYEE'S AGREEMENT RE:
------------------------
INVENTIONS AND CONFIDENTIAL INFORMATION
---------------------------------------
THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS WHICH ARE
BINDING . PLEASE READ IT IN FULL BEFORE YOU SIGN IT.
THIS AGREEMENT is made by and between PTC Holdings, Inc., a Delaware
corporation (the "Company") and Lori L. O'Brien ("Employee").
PREAMBLE
1. The Company desires to preserve the goodwill of its business and
business relationships and to protect the details of its business and affairs
from disclosure and unauthorized use and to ensure ownership of certain
property.
2. Employee recognizes that the Company is engaged in a continuous
program of design and manufacture of proprietary infrastructure products and
understands that it is part of her responsibility as an employee to assist the
Company in such endeavors.
3. Employee recognizes and acknowledges that she shall have access to a
variety of knowledge, information and property related to the Company's business
or affairs and may have contact with the Company's customers, suppliers, or
other employees and similar persons and may assist in the creation and/or
development of certain property.
4. Employee recognizes the importance of protecting the Company's
rights to inventions, discoveries, ideas and confidential information, and any
similar or related rights.
NOW, THEREFORE, in consideration of the terms and conditions set forth
hereinbelow, and for other good and valuable consideration, including the
material benefits and training received as a result of her employment with the
Company and the continuation thereof, the sufficiency of which is hereby
acknowledged, and in reliance upon the recitals set forth above, which are fully
made a part of this Agreement, the Company and the Employee hereby agree as
follows:
9
<PAGE>
1. DEFINITIONS
For the purposes of this Agreement:
(a) As used in this Agreement, the term "Confidential
Information" means all trade secrets and proprietary knowledge,
information, process and know-how and property relating to, or used or
possessed by, the Company (including any knowledge, information or
property belonging to third persons or entities which its Company is in
or an obligation to protect and keep secret), and includes, without
limitation the following:
(i) all trade secrets and secret information, whether
of technical or business nature;
(ii) all software, including without limitation, all
programs, specifications, applications, routines, subroutines,
techniques and ideas for formulae;
(iii) all concepts, data, designs and documents;
(iv) the Company's business methods and practices;
(v) compilations of data or information concerning the
Company's business, including but not limited to:
(A) financial information whether related to the
Company generally, or to particular products, services,
geographical areas, or time periods;
(B) supply and service information, such as goods
and services suppliers' names or addresses, terms of
supply or service contracts of particular transactions;
(C) marketing information, such as details about
past, present or proposed marketing programs by or on
behalf of the Company, sales forecasts or results of
marketing efforts or information about impending
transactions;
10
<PAGE>
(D) personnel information, such as compensation or
other terms of employment, employee lists, training
methods or other employee information;
(vi) the names of the Company's customers, the nature of
the Company's relationships with these customers, and the
business of the Company's customers;
(vii) any other information not generally known to the
public including information about the Company's operations,
plans, personnel, products or services which, if misused or
disclosed, could have a reasonable possibility of adversely
affecting the business of the Company.
(b) Employee agrees that all information possessed by him, or
disclosed to him, or to which he obtains access during the course of
his employment with the Company, shall be presumed to be Confidential
Information under the terms of this Agreement, and the burden of
proving otherwise shall rest with Employee.
(c) The term "Inventions" means all discoveries,developments,
designs, improvements, inventions, formulae, processes, techniques,
computer programs, strategies, and data whether or not patentable under
patent, copyright or similar statutes. Employee agrees that all
information possessed by him, or disclosed to him, or to which he
obtains access during the course of his employment with the Company,
shall be presumed to be Confidential Information under the terms of
this Agreement, the burden of proving otherwise shall rest with the
Employee.
2. CONFIDENTIAL INFORMATION
During the period of Employee's employment with the Company, and after
the termination thereof for any reason, Employee agrees that, because
of the valuable nature of the Confidential Information, he shall use
his best efforts to maintain and protect the secrecy of Confidential
Information. Without in any manner limiting the generality of the
foregoing obligation, Employee agrees that he shall not, directly or
indirectly, undertake or attempt to undertake any of the following
activities:
(a) disclose any Confidential Information to any other person
or entity;
(b) use any Confidential Information for his own purposes;
11
<PAGE>
(c) make any copies, duplicates or reproductions of any
Confidential Information;
(d) authorize or permit any other person or entity to use,
copy, disclose, publish or distribute any Confidential Information; or
(e) undertake or attempt to undertake any activity the Company
is prohibited from undertaking or attempting to undertake by any of its
present or future clients, customers, suppliers, vendors, consultants,
agents or contractors.
3. RETURN OF CONFIDENTIAL INFORMATION
Upon termination of Employee's employment with the Company for any
reason, Employee agrees not to retain or remove from the Company's
premises any records, files or other documents or copies thereof or any
other Confidential Information whatsoever, and he agrees to surrender
same to the Company, wherever it is located, immediately upon
termination of his employment.
4. EMPLOYEE INVENTIONS
(a) Disclosure and Ownership of Inventions
--------------------------------------
(i) During the Employee's service as an employee of
the Company and for a period of six (6) months thereafter,
Employee will promptly and fully disclose to the Company (and
to any persons designated by it) all Inventions generated,
made, conceived or reduced to practice or leaned by Employee,
either alone or jointly with others, which, in any way, result
from or suggested by any work, which Employee may for or on
behalf of the Company, or relate to or are useful in the
business of the Company; or result from the use of premises or
property owned, leased, licensed, or contracted for by the
Company. The Company shall have the right to such Inventions,
whether they are patentable or not.
(ii) Employee understands that the Company will have
no rights pursuant to this Agreement in any Invention of
Employee made during the term of Employee's employment by the
Company if such Invention has not arisen out of or by reason
of Employee's work with the Company, and does not relate to
the business or operations of the Company, although Employee
agrees to inform the Company of any such Invention.
12
<PAGE>
(b) Assignment of Inventions
------------------------
Employee agrees that Employee's services on behalf of the Company are
works made for hire and all Inventions specified in Paragraph 4 (a)(i)
shall be the sole property of the Company and its assigns, and the
Company and its assigns shall be the sole owner of all patents,
copyrights, trademarks, trade secrets, and other rights and protections
in connection therewith. Employee hereby assigns to the Company any and
all rights Employee now has or may hereafter acquire in such
Inventions. Employee further agrees, as to all such Inventions, to
assist the Company in every proper way (but at the Company's expense)
to obtain, and from time to time enforce, patents, copyrights,
trademarks, trade secrets, and other rights and protections relating to
such Inventions in any and all countries, and to that end Employee will
execute all documents for use in applying for and obtaining such
patents, copyrights, trademarks, trade secrets, and other rights and
protections on, and enforcing, such Inventions, as the Company may
desire, together with any assignments thereof to the Company or persons
designated by it.
Employee's obligation to assist the Company in obtaining and enforcing
patents, copyrights, trademarks, trade secrets, and other rights and
protections relating to such Inventions in any and all countries shall
continue beyond the termination of Employee's employment by the
Company, but the Company shall compensate Employee at a reasonable rate
after termination of employment for time actually spent by Employee, at
the Company's request, on such assistance. In the event the Company is
unable, after reasonable effort, to secure Employee's signature on any
document or documents needed to apply for or prosecute any patent,
copyright, trademark, trade secret, or other right or protection
relating to an Invention, whether because of Employee's physical or
mental capacity or for any reason whatsoever, Employee hereby
irrevocably designates and appoints the Company, its duly authorized
officers and agents as Employee's agent coupled with an interest and
attorney-in-fact, to act for and in Employee's behalf and stead to
execute and file any such application or applications and to do all
other lawfully permitted acts to further the prosecution and issuance
of patents, copyrights, trademarks, trade secrets, or similar rights or
protections thereon with the same legal force and affect as if executed
by Employee.
(c) Previous Inventions
-------------------
As a matter of record, Employee has identified in Exhibit A, attached
hereto, all Inventions that have been generated or conceived or first
reduced to practice or learned by Employee, alone or jointly with
others, prior to Employee's employment by the Company, which Employee
desire to remove from the operation of this Agreement. Employee
represents and warrants that such list is complete. If Employee does
not attach a list hereto, Employee represents that Employee has made no
such Inventions at the time of signing this Agreement.
13
<PAGE>
5. LIMITATION ON OTHER ACTIVITIES AND COMPETITION
Employee agrees that while Employee is employed by the Company,
Employee will not without the Company's express written consent, engage
in any consulting, employment or business that is competitive with the
Company. In furtherance and not in limitation of the generality of the
preceding sentence, Employee shall not, for itself or on behalf of any
person or organization, directly or indirectly, compete with the
Company in the development, manufacture, sale, solicitation, or
servicing of any then existing project of, or service or business
engaged in by, the Company, or any other product of, or service or
business engaged in, or under development by, the Company.
6. NO CONFLICTING OBLIGATIONS
(a) During Employment
-----------------
Employee represents and warrants to the Company that Employee
has no interest or obligation which is consistent with or in
conflict with this Agreement, or which would prevent, limit or
impair Employee's performance of any part of this Agreement.
Employee agrees to notify the Company immediately if any such
interest or obligation arises.
(b) After Termination of Employment
-------------------------------
For twelve (12) months following the termination of Employee's
employment by the Company, Employee agrees that if Employee
accepts employment, whether as a consultant, employee,
director, trustee or otherwise, with any persons or
organization, or engage in any type of activity on Employee's
behalf or on behalf of any person or organization that is in
any way related to the products, services or business of the
Company, Employee shall notify the Company in writing, within
thirty (30) days thereof, of the character of each such
activity, and of the name and address of each such person or
organization by which Employee is so employed.
14
<PAGE>
7. CONFIDENTIALITY OF PREVIOUS EMPLOYERS
Employee represents that Employee's performance of all the terms of
this Agreement does not and will not breach any agreement to keep in
confidence proprietary information acquired by Employee in confidence
or in trust prior to the execution of this Agreement. Employee has not
entered into, and Employee agrees that Employee will not enter into,
any agreement either written or oral, in conflict with this Agreement.
Employee represents that Employee has not brought and will not bring with
Employee to the Company, or use in the performance of Employee's
responsibilities at the Company, any materials or documents of a present or
former employer or client that are not generally available to the public, unless
Employee has obtained express written authorization from the present or former
employers and clients during Employee's service to the Company.
8. ENFORCEMENT
Employee agrees that in the event of a breach or threatened breach of
the provisions of this Agreement, the Company's remedies at law would
be inadequate, and the Company shall be entitled to an injunction to
enforce such provisions (without any bond or other security being
required), but nothing herein shall be construed to preclude the
Company from pursuing any remedy at law or in equity for any breach or
threatened breach.
9. MISCELLANEOUS
(a) Successors
----------
The rights and obligations under this Agreement shall survive
the termination of Employee's service to the Company in any
capacity and shall inure to the benefit of and shall be
binding upon: (i) Employee's heirs and personal
representatives, and (ii) the successors and assigns of the
Company.
(b) Governing Law
-------------
The laws of the State of California shall govern all questions
relative to interpretation and construction of this Agreement
and to its performance.
(c) Severability
------------
If any such provision of this Agreement is wholly or partially
unenforceable for any reason, such unenforceability shall not
affect the enforceability of the balance of this Agreement,
and all provisions of this Agreement, shall if alternative
interpretations are applicable, be construed so a to preserve
the enforceability hereof.
15
<PAGE>
(d) Waiver
------
The Company's waiver of any default by Employee shall not
constitute a waiver of its rights under this Agreement with
respect to any subsequent default by me.
EMPLOYEE HAS READ AND UNDERSTANDS THE FOREGOING AND AGREES TO ITS TERMS.
/s/ Lori L. O'Brien
-------------------
Lori L. O'Brien
9232 Caspiane Way
Sacramento, CA 95826
6-1-98
------
Date
ACCEPTED AS A CONDITION OF EMPLOYMENT
PTC Holdings, Inc.
/s/ Robert L. Campbell
----------------------
Robert L. Campbell
Director
6-3-98
------
Date
16
<PAGE>
Exhibit B
EXHIBIT B TO EMPLOYMENT AGREEMENT
ARTICLE 3 SECTION 3.02 (A)(LIV)
The Company shall provide employee/family fully paid insurance benefits as
described herein:
1. Complete Medical Cover
2. Complete Dental Cover
3. Life Insurance -- (One time salary (employee))
4. Accidental Death and Dismemberment
5. Vision Care
6. Long Term Disability
