EMPLOYMENT AGREEMENT
Agreement made as of the first day of June, 1998, by and among Robert
L. Campbell ("Executive") and PTC Holdings, Inc., a Delaware corporation (the
"Company").
PREAMBLE
The Board of Directors of the Company recognizes Executive's potential
contribution to the growth and success of the Company and desires to assure the
Company of Executive's employment in an executive capacity. Executive wants to
be employed by the Company and to commit himself to serve the Company on the
terms provided herein. Executive's duties will expressly include research and
development of new technology, processes and products, including 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 employees Executive
and Executive accepts employment with the Company for a period of five (5) years
beginning on January 1, 1998, and ending on January 1, 2003, 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 Executive 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 Executive.
ARTICLE 2
DUTIES AND OBLIGATIONS OF EMPLOYEE
Section 2.01. General Duties. Executive shall serve in various senior
executive capacities as mutually agreed to with the Board of Directors of the
Company. The initial positions held by the Executive are; Director of PTC, IWP,
APS and MTC and President and CEO of Integrated Water and Power Corporation. In
such capacities, Executive shall do and perform all services, acts or things
necessary or advisable and fulfill the duties of an Officer of the company and
to manage and conduct the business of the Company, including the hiring and
firing of all employees including the officers of the Company other than the
Chairman, subject at all times to the Agreement and concurrence of the Chairman
and to the policies set by the Company's Board of Directors, and to the consent
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of the Board when required by the terms of this contract. Additional duties
shall include, but not be limited to: lead in defining the vision of the
Company, with the goal of establishing leadership in the field of power and
water infrastructure products; provide the 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 subsidiaries under
respective Presidents and Officers; ensure that the Chairman and Board of
Directors are informed on strategy, and they concur on major issues and at
important turning points; represent the Company dealing with customers and with
other persons and entities; and represent the Company in public.
Section 2.02. Matters Requiring Consent of Board of Directors.
Executive shall not, without specific approval of the Company's Board of
Directors, do or contract to do any of the following:
(a) Borrow on behalf of the Company during any one fiscal year an
amount in excess of $100,000.
(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.
Section 2.03. Best Efforts Covenant. Executive will, to the best of
his ability, devote his full professional and business time and best efforts to
the performance of his duties for the Company and its subsidiaries and
affiliates.
Section 2.04 Competitive Activities. During the term of this contract,
Executive 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, Executive shall not, for himself 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 Executive from (a) investing his 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 Executive in the operation or the
affairs of the companies in which such investments are made and in which his
participation us solely that of an investor, (b) purchasing securities in any
corporation whose securities are regularly traded provided that such purchase
shall not result in his collectively owning beneficially at any time ten (10%)
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
Board of Directors approves of such activities prior to the Executive's engaging
in them. Prior to commencing any activity described in clause (c) above, the
Executive shall inform the Board of Directors of the Company, in writing of any
such activity.
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Section 2.05. Uniqueness of Executive's Services: Equitable Relief.
Executive 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.
Executive, 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 Executive.
Section 2.06. Hired to Invent.Executive agrees that every improvement,
invention, process, apparatus, method, design and any other creation that
Executive may invent, discover, conceive or originate by himself or in
conjunction with any other person, especially during the term of Executive's
employment under this Agreement, that relates to the business carried on by the
Company, especially during the term of Executive's employment under this
Agreement, shall be the exclusive property of the Company. Executive agrees to
disclose to the Company every patent application, notice of copyright or other
action taken by Executive or any affiliate or assignee to protect intellectual
property during the twelve (12) months following Executive'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) Executive 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 Executive's duties hereunder. Accordingly,
Executive 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) Executive shall use his best efforts to prevent the removal of any
Confidential Information from the premises of the Company, except as required in
his normal course of employment by the Company. Executive shall use his best
efforts to cause all persons or entities to whom any Confidential Information
shall be disclosed by him hereunder to observe the terms and conditions set
forth herein as though each such person or entity was bound hereby.
(c) Executive acknowledges and agrees that during the course of and in
connection with his employment with the Company, he will have access to a third
persons Customer Confidential Information. Executive agrees that if requested by
any such third person he 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
Executive of the provisions of this Agreement.
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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 one-hundred and eighty-two thousand Dollars ($182,000) 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 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 Executive.
Section 3.02. Executive's Benefits.
--------------------
(a) The Executive 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 Executive, may
be matched by contributions from the Company at the discretion of the Board of
Directors of the Company.
(ii) Executive shall be entitled to all paid legal holidays made
available by the Company to its employees, 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, Executive shall be
entitled to twenty-five (25) vacation days each calendar year, during which time
Executive's compensation shall be paid in full. Vacation time not taken in the
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calendar year will be accumulated and added to the vacation time for subsequent
years; provided, however, Executive shall not take vacations in excess of
fifteen (15) 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 Executive fully-paid insurance
benefits as described in Exhibit B hereto.
(b) Nothing paid to the Executive 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 Executive pursuant to Section 3.02
hereinabove. Any payments or benefits payable to the Executive hereunder in
respect of any calendar year during which the Executive 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 he is so employed.
(c) In recognition of the necessity of the use of an automobile to the
efficient and expeditious performance of Executive's services, duties and
obligations to and on behalf of the Company, the Company shall provide to
Executive, at the Company's sole cost and expense, a car to be chosen by
Executive with an aggregate leasing cost to the Company of not more than
$1,000per month. In addition thereto, the Company shall bear the expense of
insurance, fuel and maintenance therefor.
Section 3.03 Reimbursement of Business Expenses. The Company shall
promptly reimburse Executive for all reasonable business expenses incurred by
Executive 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 Executive 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.
ARTICLE 4
TERMINATION OF EMPLOYMENT
Section 4.01. Termination for Cause. The Company reserves the right to
terminate this Agreement if Executive (1) willfully breaches or habitually
neglects the duties which he 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
his duties. The Company may in its opinion terminate this Agreement for the
reasons stated in this section by giving written notice of termination to
Executive 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.
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Section 4.02. Termination Without Cause. The employment of Executive
under this Agreement shall cease and this Agreement, other than the provisions
if Section 2.07, shall terminate:
(a) Upon the death of Executive;
(b) If during the term of this Agreement, Executive shall sustain a
Disability, as hereinafter defined, Executive shall be entitled to receive only
the benefits, if any, as may be provided by any insurance to which he may become
entitled to pursuant to Section 3.02 hereinafter. "Disability" as used herein
means the complete and total disability of Executive resulting from, injury,
sickness, disease or infirmity due to age, whereby Executive, for a period of
sixty (60) consecutive days, is unable to perform his usual services for the
Company.
ARTICLE 5
MISCELLANEOUS
Section 5.01. Option Grant. It is the understanding of the Company and
Executive that PTC Group shall grant to Executive, an option to acquire shares
of the common stock of PTC Group, the number of shares subject to terms of a
separate memorandum of understanding between Dr. Rocco Guarnaccia, Joseph
Maceda, and Employee.
Section 5.02. Travel with Spouse. For up to four weeks per year, the
Executive's spouse or other family member may accompany the Executive while on
business related travel, at the expense of the Company, such expenses to
include: double room hotel accommodations with Executive, air travel at same
class as Executives, meals with Executive, and normal incidental travel
expenses.
Section 5.03. Special Travel Requirements. Company recognizes that due
to certain pervious and ongoing obligations of the Executive to various Agencies
and Departments of the government of the United States, the specific air carrier
or travel route may be dictated by current desires of those certain Agencies or
Departments, and that the Executive has an ongoing obligation to inform such
governmental agencies of his travel plans prior to travel. From time to time, a
few countries may be excluded from access to the Executive.
Section 5.04. Club Memberships Executive holds membership in two
professional and social clubs which the Company recognizes to bring potential
benefit to the Company when employed by the Executive as a means of networking.
The Company will pay normal annual dues to the University Club of San Francisco
and the Rancho Murieta Country Club, together with expenses of meals, lodging
and entertainment directly attributed to development of the Company. Such
expenses will be budget and approved by the Board of Directors as part of the
normal budget approval process.
Section 5.05. 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
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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.
Section 5.06. Governing Law. This Agreement shall be construed in
accordance with and governed for all purposes by the laws of the State of
California.
Section 5.07. 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 5.08. 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 5.09. Amendment and Waiver. This Agreement may not be amended,
supplemented or waived except by a 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 5.10. Survival of Rights and Obligations. All rights and
obligations of the Executive 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: EXECUTIVE:
PTC Holdings, Inc.
/s/ Rocco Guarnaccia /s/ Robert L. Campbell
-------------------- ----------------------
Dr. Rocco Guarnaccia Robert L. Campbell
Chairman 15009 Rio Circle
8008 Sacramento Street Rancho Murieta, CA 95683
Fair Oaks, CA 95628
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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 Integrated Water & Power, a
Delaware corporation (the "Company") and Robert L. Campbell ("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 his responsibility as an employee to assist the
Company in such endeavors.
3. Employee recognizes and acknowledges that he 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 his 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:
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;
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(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;
(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
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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;
(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.
(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)
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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.
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.
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(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.
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
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The laws of the State of California shall govern all questions
relative to interpretation and construction of this Agreement
and to its performance.
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(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.
(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/ Robert l. Campbell
----------------------
Robert L. Campbell
15009 Rio Circle
Rancho Murieta, CA 95683
6-3-98
------
Date
ACCEPTED AS A CONDITION OF EMPLOYMENT
PTC Holdings, Inc.
/s/ Rocco Guarnaccia
--------------------
Dr. Rocco Guarnaccia
Chairman
6-3-98
------
Date
13
<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-- Family (100% coverage)
2. Complete Dental Cover-- Family (100% coverage)
3. Life Insurance-- For Employer ($1M Term Life)
4. Accidental Death and Dismemberment-- Employee
5. Vision Care-- Family
6. Long Term Disability--Employee
