EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into by and between Microlog
Corporation (the "Company") and Steven R. Delmar as of April 1, 2000.
1. POSITION AND DUTIES:
The Company shall employ Steven R. Delmar as its Co-President, Sales
and Marketing, reporting to the Board of Directors, effective on April
1, 2000.
As Co-President, Sales and Marketing, Mr. Delmar agrees to devote his
full business time, energy and skill to his duties at the Company.
These duties shall include, but not be limited to, any duties
consistent with his position that may be assigned to Mr. Delmar from
time to time by the Board of Directors.
2. TERMS OF EMPLOYMENT:
Mr. Delmar's employment with the Company pursuant to this Agreement is
for no specified term, and may be terminated by Mr. Delmar, or the
Company at any time with or without cause. Upon the termination of Mr.
Delmar's employment, neither he nor the Company shall have any further
obligation or liability to the other, except as set forth in paragraphs
7 below.
3. COMPENSATION:
The Company shall compensate Mr. Delmar for his services as follows:
(a) SALARY:
Mr. Delmar shall be paid a semi-monthly salary of $7,291.67
($175,000.00) on an annualized basis), subject to applicable
withholding, in accordance with the Company's normal payroll
procedures. Such salary shall be reviewed annually and may be
revised as determined appropriate by the Board of Directors.
(b) BENEFITS:
Mr. Delmar shall have the right, on the same basis as other
executives of the Company, to participate in and to receive
benefits under any of the Company's employee benefits plans as
offered from time to time, including the medical, dental, life
and disability group plans. Mr. Delmar shall also be entitled
to participate in the 401 (k) Plan maintained by the Company
in accordance with its terms. In addition, Mr. Delmar shall be
entitled to the benefits afforded to other executives under
the Company's PTO and holiday policies.
(c) SUPPLEMENTAL INSURANCE:
Mr. Delmar shall be entitled to supplemental insurance
benefits to a maximum of $7,500.00 per year.
(d) CAR ALLLOWANCE:
Mr. Delmar shall receive a monthly car allowance of $700.00,
payable the first paycheck of each month, in accordance with
current company practice.
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(e) BUSINESS EXPENSES:
Mr. Delmar shall be reimbursed for all reasonable direct,
out-of-pocket business expenses incurred by him in connection
with his employment upon timely submission of receipts and
other documentation as required by the Code and in accordance
with the normal expense reimbursement policies of the Company.
4. STOCK OPTIONS:
Mr. Delmar shall be entitled to stock options as awarded at the
discretion of the Compensation Committee of the Board of Directors.
5. BONUSES:
Mr. Delmar shall be entitled to executive bonuses in accordance with
the terms of each Executive Bonus Plan approved by the Board of
Directors during or with respect to each year of continued employment.
6. BENEFITS UPON VOLUNTARY TERMINATION:
In the event that Mr. Delmar voluntarily resigns from his employment
with the Company, or in the event that Mr. Delmar's employment
terminates as a result of his death or disability, Mr. Delmar shall be
entitled to no compensation or benefits from the Company other than
those earned under paragraph 3 above through the date of his
termination.
7. BENEFITS UPON OTHER TERMINATION:
Mr. Delmar agrees that the Company may terminate his employment at any
time, with or without cause. In the event of the termination of Mr.
Delmar's employment by the Company for the reasons set forth below, he
shall be entitled to the following:
(a) TERMINATION FOR CAUSE:
If Mr. Delmar's employment is terminated by the Company for
cause as defined below, Mr. Delmar shall be entitled to no
compensation or benefits from the Company other than those
earned under paragraph 3 through the date of his termination.
For purpose of this Agreement, a termination "for cause"
occurs if Mr. Delmar is terminated for any of the following
reasons involving willful and intentional conduct:
(i) theft, dishonesty, or falsification of any employment or
Company record;
(ii) improper disclosure of the Company's confidential or
proprietary information;
(iii) any intentional act by Mr. Delmar which has a material
detrimental effect on the Company's reputation or business; or
(iv) any material breach of this Agreement, which breach is not
cured within thirty (30) days following written notice of such breach
from the Company.
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(b) TERMINATION FOR OTHER THAN CAUSE:
If the Company terminates Mr. Delmar's employment for any reason other
than "cause", Mr. Delmar shall be entitled to the following separation
benefits:
(i) In the event that Mr. Delmar is terminated, other than for
"cause", he will continue to receive his base salary for a
period of nine (9) months from his termination date.
(iii) The Company will pay Mr. Delmar's COBRA premium for health
coverage for the salary continuation period described in
subsection (i) above.
8. CHANGE IN CONTROL:
In the event that the Company is acquired, or is the non-surviving
party in a merger, or sells all or substantially all of its assets,
this Agreement shall not be terminated and the Company agrees to use
its best efforts to ensure that the transferee or surviving company is
bound by the provisions of this Agreement. Should Mr. Delmar choose to
terminate his employment following a "change in control", he shall be
entitled to the separation benefits per section (7) (b) above.
9. DISABILITY:
If Mr. Delmar becomes disabled or incapacitated to the extent that he
is unable to perform his duties and responsibilities hereunder, Mr.
Delmar shall be entitled to receive disability benefits of the type
provided for other executive employees of the Company.
10. CONFIDENTIALITY:
Mr. Delmar agrees that any sensitive, proprietary or confidential
information or data relating to Microlog or any of its affiliates,
including, without limitation, trade secrets, customer lists, customer
contacts, customer relationships, Microlog's financial data, long range
or short range plans, and other data and information of a
competition-sensitive nature, or any confidential or proprietary
information of others licensed to Microlog or its affiliates, that he
acquired while an employee of Microlog shall not be disclosed or used
in a manner detrimental to Microlog's interests.
11. NONCOMPETITION:
During the term of his employment, and for a period of nine (9) months
after the termination of his employment, Mr. Delmar shall not compete,
directly or indirectly on his own behalf, or on behalf of any other
person or entity, with the Company or any of its affiliates; nor shall
he solicit or induce, directly or indirectly on his own behalf, or on
behalf of any other person or entity, any employee of the Company or
its affiliates to leave the employ of the Company or any of its
affiliates; nor shall he solicit or induce, directly or indirectly, on
his own behalf or on behalf of any other person or entity, any customer
of the Company or any of its affiliates to reduce its business with the
Company or any of its affiliates.
12. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, if any, understandings and
arrangements, oral or written, between the parties.
13. GOVERNING LAW:
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Maryland (excluding the choice of law rules
thereof).
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14. HEADINGS
Headings used in this Agreement are provided for convenience only and
shall not be used to construe meaning or intent.
15. NO ASSIGNMENT
Neither this Agreement or any interest in this Agreement may be
assigned by Mr. Delmar without the prior express written approval of
the Company, which may be withheld by the Company at the company's
absolute discretion.
16. SEVERABILITY:
In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void,
this Agreement shall continue in full force and effect without said
provision.
17. ARBITRATION
The parties agree that they will use their best efforts to amicably
resolve any dispute arising out of or relating to this Agreement. Any
controversy, claim or dispute that cannot be so resolved shall be
settled by final binding arbitration in accordance with the rules of
the American Arbitration Association and judgment upon the award
rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof.
18. NOTICES:
All notices, requests, consents, and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered or delivered by
registered or certified mail (return receipt requested), or private
overnight mail (delivery confirmed by such service), to the address
listed below, or to such other address as either party shall designate
by notice in writing to the other in accordance herein:
To the Company: To the Executive:
Mr. David M. Gische Mr. Steven R. Delmar
Ross, Dixon & Bell 8600 Lochaven Drive
601 Pennsylvania Avenue, NW Gaithersburg, Maryland 20882
North Building, Ninth Floor
Washington, DC 20004
19. ACKNOWLEDGEMENT:
Mr. Delmar acknowledges that he has had the opportunity to discuss this
matter with and obtain advice from his private attorney, has had
sufficient time to, and has carefully read and fully understands all
the provisions of this Agreement, and is knowingly and voluntarily
entering into this Agreement.
IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS Agreement on the
respective dates set forth below.
MICROLOG CORPORATION STEVEN R. DELMAR
By: Signature:
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Title: Date:
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Date:
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