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EXHIBIT 10cc
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 6th day
of December, 1999, by and between Airport Systems International, Inc. (the
"Company") and Karl Gemperli, an individual ("Employee").
WHEREAS, the Company desires to employ Employee in the capacity described
herein and Employee desires to work for the Company in such capacity until such
time as the Company acquires all of the outstanding stock of DCI, Inc. ("DCI"),
at which time Employee shall become an employee of DCI.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and agreements herein contained, Employee and the Company agree as
follows:
1. Period of Employment. Subject to earlier termination as provided for
in Section 6 hereof, the Company hereby employs Employee, and Employee
hereby accepts such employment, for a period of one year, beginning on
the date of this Agreement and continuing until the close of business
on the first anniversary of the date of this Agreement.
2. Duties of Employee. Until completion of the acquisition by the Company
of DCI, Employee shall devote at least 20 hours per week to the
business of the Company as directed by the President of the Company.
Upon completion of the acquisition by the Company of DCI, Employee
shall devote his full time and attention to the business of DCI in
DCI's Kansas office. Employee shall then be employed as the President
of DCI; and he shall perform such duties as shall be assigned to him
by the Chief Executive Officer and Board of Directors of the Company
(or DCI) and as are normally incident to such office. Employee shall
comply with all policies and procedures of the Company and use his
best efforts on behalf of the Company.
3. Compensation. Prior to completion of the acquisition by the Company of
DCI, the Company shall pay Employee a salary at the rate of $70,000
per annum, payable in arrears in equal bi-weekly installments on every
other Friday. After completion of such transaction, DCI shall pay
Employee a salary at the rate of not less than $140,000 per annum. The
Employee will receive an annual performance review. The Board of
Directors of the Company shall annually review such performance review
and salary and, based upon the performance of Employee and the
financial results and condition of DCI and the Company, in its sole
discretion, may increase (but not decrease) such salary. At the
beginning of each fiscal year, a bonus plan shall be established by
the Board of Directors based on DCI and Company performance goals. At
the end of each fiscal year the Employee shall receive a bonus based
upon performance against the established plan. In addition Employee
shall be granted options to purchase 50,000 shares of the Company
stock pursuant to the Company's qualified stock option plan. Such
options shall vest in equal amounts over a five year period,
commencing with the closing of the acquisition of DCI by the Company.
The option price shall be based on the closing price of the Company's
stock on the day this Agreement is signed.
4. Benefit Plans. During the term of Employee's employment, Employee
shall be entitled to participate in and receive the benefits of any
retirement, insurance, hospitalization, health or similar plan
currently in effect or hereafter adopted by the Company for the
benefit of its key employees.
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5. Reimbursements. The Company shall reimburse Employee for reasonable
travel and entertainment expenses incurred by him on behalf of the
Company, subject to the limitations, approval, and substantiation
requirements and other procedures from time to time established by the
Company.
6. Termination.
(a) Definitions.
(i) "Cause". The term "Cause" shall mean:
(A) Material fraud or dishonesty of Employee in
the fulfillment of his duties as an
employee of the Company, including, without
limitation, embezzlement of Company funds;
or
(B) Conviction of a felony under any applicable
criminal code or statute.
(b) "Disability". The term "Disability" shall mean the inability
of Employee substantially to perform his duties hereunder
during any continuous period of more than six (6) months or
for an aggregate period of one hundred eighty (180) days in
any 365-day period, if after the expiration of such period, a
qualified physician selected by the Company determines that
Employee will be unable substantially to perform his duties
hereunder for an indefinite additional period of time.
(c) Termination. At any time during the term of this Agreement,
the Company, at its option, may terminate Employee's
employment hereunder upon written notice (i) for Cause, (ii)
if Employee suffers a Disability, (iii) if Employee dies, or
(iv) if the Company does not close on its acquisition of DCI.
If Employee is terminated pursuant to the preceding sentence,
or if Employee quits the employment of the Company, the
Company shall be relieved of any obligation hereunder except
for the payment of any salary for periods worked but for
which salary has not been paid, the reimbursement of
reasonable expenses theretofore incurred in the course of
employment and accrued benefits.
(d) Termination Payment. If Employee is terminated by the Company
for any reason other than (i) for Cause, (ii) because
Employee suffers a Disability, (iii) because Employee dies;
or (iv) because the Company does not close on its acquisition
of DCI, then the Company shall pay Employee an amount equal
to the product of his monthly base salary multiplied by the
number of months remaining in the one year period of
employment set forth in Section 1 hereof; payable in monthly
installments equal to his monthly base salary at the time of
termination, beginning on the first day of the month
following such termination and continuing until the full
amount has been paid. Payments will be reduced by the amount
the Employee is paid from others for services during the
payment period. Employee agrees that such payments shall be
his sole remedy for termination of employment with the
Company.
7. Non-Disclosure and Covenant Not to Compete.
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(a) Non-Disclosure. During the term of this Agreement and from
and after the termination of this Agreement, Employee shall
not, except as required by law or to perform his duties under
this Agreement, divulge, disclose or communicate to any
person, firm or corporation, any "confidential information".
The term "confidential information" includes without
limitation, information and know-how about the business of
the Company (or any division, subsidiary, stockholder, or
affiliate of the Company) including but not limited to,
methods of operation, cost or pricing information, product
development, technology, processes, plans, research data,
prospect files, customer lists, marketing or bid information,
or supplier lists, excluding such information that was in the
public domain at the time it was acquired by Employee or
which comes into the public domain otherwise than through a
disclosure by a person or entity owing a duty of
confidentiality to the Company or any stockholder,
subsidiary, or other affiliate of the Company. If
confidential information is contained in any document or
writing or is fixed in any other tangible form, magnetically,
electronically or otherwise, and if such confidential
information is in Employee's possession or under his control,
he shall return such information and any copies thereof to
the Company upon termination of his employment. Employee
shall not directly or indirectly, take, copy, or transfer, in
any manner whatsoever, any of the business records or
confidential information of the Company (or any division,
subsidiary, stockholder or affiliate of the Company). If
Employee becomes aware of the possession of confidential
information by individuals other than employees of the
Company, he shall promptly bring such matter to the attention
of the Board of Directors of the Company.
(b) Non-Compete. While employed by the Company and for a period
of up to one year, or until the date of the last termination
payment under 6(c) if termination payments are made,
thereafter Employee shall not, directly or indirectly:
(i) Engage (whether for compensation or without
compensation) as an individual proprietor, partner,
stockholder, officer, employee, director,
consultant, joint venturer, lender, or in any other
capacity whatsoever (otherwise than as the holder of
no more than 1% of the total outstanding stock of a
publicly held company) in any business activity or
business activities that compete for customers in
the contract electronic manufacturing or liquid
crystal display production business; or any other
business at the time of termination engaged in by
the Company (or any division, subsidiary
stockholder, or affiliate of the Company).
(ii) Either for himself or for any other person, firm or
corporation, solicit, divert or take away or attempt
to solicit, divert or take away any person, firm or
corporation who was or is a customer, supplier,
prospective customer, or agent of the Company (or
any division, subsidiary, stockholder or affiliate
of the Company); or
(iii) Recruit, attempt to induce, induce or in any way
influence any person who is engaged by the Company
(or any division, subsidiary, stockholder, or
affiliate of the Company) as an employee, agent,
independent contractor, or otherwise, to terminate
his or her engagement or to engage or otherwise
participate in a business activity directly or
indirectly competitive with the Company (or any
division, subsidiary, stockholder, or affiliate of
the Company).
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(c) Scope of Restrictions. The restrictions set forth in this
Section 7 are considered by the parties to be reasonable.
However, if any such restriction is found to be unenforceable
because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic
area, it shall be interpreted to extend only over the maximum
period of time, range of activities or geographic area as to
what it may be enforceable.
(d) Remedies. In the event of a breach or a threatened breach of
this Section 7, the Company shall be entitled to an
injunction restraining Employee from committing or continuing
such breach, as well as to any and all other legal and
equitable remedies permitted by law.
8. Miscellaneous.
(a) Arbitration. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof, including
but not limited to any dispute regarding the determination of
"Cause" under Section 6 hereof, shall be settled by
arbitration in Overland Park, Kansas, in accordance with the
rules of the American Arbitration Association.
(b) Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties, the successors and
assigns of the Company, and the heirs, executors,
administrators, successors and assigns of Employee. Employee
shall have no right to delegate his duties or to assign his
rights under this Agreement. The parties agree that upon
closing the acquisition of DCI by the Company, the
obligations of the Company hereunder may be assigned by the
Company to DCI, and, except for the obligation to permit
participation in the Company option plan, the Company shall
have no further obligations hereunder.
(c) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Kansas.
(d) Notice. Any notice required to be sent hereunder shall be
deemed to be received on the date such notice is delivered in
writing by hand against receipt or mailed, postage prepaid,
by United States certified or registered mail, return receipt
requested, to the address of the Company or Employee,
respectively, as follows (or at such change of address as one
party notified the other in writing):
(1) Company:
Airport Systems International, Inc.
11300 West 89th Street
Overland Park, Kansas 66214
with a copy to:
Blackwell Sanders Peper Martin
Two Pershing Square, Suite 1100
2300 Main Street
Kansas City, Missouri 64108
Attention: Steven F. Carman
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(2) Employee:
Karl Gemperli
4521 W. 131st Street
Leawood, KS 66209
(e) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall constitute one and the same
Agreement, and each of which shall be deemed an original.
(f) Exhibits. All exhibits attached hereto are hereby
incorporated into this Agreement.
(g) Waivers. No waiver of any breach of any provision hereof
shall operate as a waiver of any other breach of the same or
any other provision hereof.
(h) Severability. Invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
(i) Entire Agreement. This Agreement constitutes the entire
Agreement between the parties hereto concerning the
employment of Employee by the Company and supersedes and
cancels any and all prior understandings between Employee and
the Company, if any, concerning the employment of Employee.
This Agreement may only be amended in writing signed by both
parties.
(j) Headings. The headings contained in this Agreement are for
convenience only and shall not be considered in construing or
interpreting any provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
NOTE: THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES
AIRPORT SYSTEMS INTERNATIONAL, INC. EMPLOYEE
By: By:
Name: /s/ Keith S. Cowan Name: /s/ Karl Gemperli
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Title: President and CEO
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Date: 12/6/99 Date: 12/6/99
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