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EXHIBIT 10(a)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") has been made as of
December 7, 1999 by and between TRANSMATION, INC., an Ohio corporation (the
"Corporation"), and ROBERT G. KLIMASEWSKI (the "Employee").
The parties agree as follows:
1. MUTUAL AGREEMENT OF THE PARTIES. The Corporation hereby agrees to
continue to employ the Employee, and the Employee hereby agrees to accept such
continued employment, for the period and on the terms and conditions set forth
in this Agreement.
2. TERM OF EMPLOYMENT.
(a) TERM. The term of this Agreement and of the Employee's
employment hereunder (the "Term") shall commence on the date hereof and shall
expire on March 31, 2000, subject to the further provisions of Section 2(b)
hereof and in all cases subject to earlier termination as provided by Section 9
hereof. As used herein, the term "Year" shall mean any period commencing on
April 1 and ending on the next succeeding March 31.
(b) RENEWAL. On April 1, 2000, the Term shall renew for one Year
and expire on March 31, 2001 if each party shall have given the other, on or
before February 1, 2000, written notice that the Term shall renew. If such
notice is not given by each party, then the Term shall expire on March 31, 2000.
3. AUTHORITY AND DUTIES. During the Term the Employee shall be the
President and Chief Executive Officer of the Corporation. As such, he shall: (i)
report and be responsible to the Board of Directors of the Corporation (the
"Board of Directors"); (ii) be responsible for all of the business and
operations of the Corporation; and (iii) have and exercise such powers and
authority as are customarily enjoyed by a president and chief executive officer
of a corporation, subject only to direction by the Board of Directors. The
Employee shall devote such time to the affairs of the Corporation as is
necessary for the performance of his duties hereunder, and shall use his best
efforts to promote its best interests.
4. COMPENSATION. During the Term the Corporation shall pay to the
Employee, and the Employee shall accept, as compensation for all services
rendered under this Agreement, the compensation provided by this Section 4.
(a) SALARY. The Corporation shall pay the Employee a cash salary
at the rate of $250,000 per Year. Such salary shall be payable at such intervals
(but not less often than bi-weekly or semi-monthly) as the Corporation pays the
salaries of other senior executives during the Term.
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(b) ANNUAL BONUS. The Corporation shall pay the Employee, in
respect of each Year (or portion thereof) during the Term, a bonus paid under
and pursuant to the terms of the Corporation's Annual Executive Bonus Plan
adopted by the Board of Directors (as recommended by the Compensation and
Benefits Committee thereof) for that Year.
5. BENEFITS. During the Term:
(c) VACATION. The Employee shall be entitled to the same amount of
paid vacation time per annum as the Corporation provides its other senior
executives.
(d) AUTOMOBILE ALLOWANCE. The Corporation shall provide the
Employee with an automobile allowance in the amount of $1,000 per month.
(e) CLUB MEMBERSHIP. The Corporation shall, at its expense,
provide the Employee with membership in one country club of his choosing.
(f) OTHER BENEFITS. The Corporation shall, at its expense, provide
in the name and for the benefit of the Employee and his designated beneficiaries
all fringe benefit plans and programs which the Corporation then provides for
its senior executives, except if and to the extent that the Employee shall waive
his rights thereto. Nothing contained herein shall be deemed to restrict or
limit the right of the Corporation at any time to modify, amend or terminate any
or all such fringe benefit plans and programs.
6. BUSINESS EXPENSES. The Corporation shall pay or reimburse the
Employee for all reasonable travel and other expenses incurred or paid by him in
connection with the performance of his duties under this Agreement, upon
presentation to the Corporation of expense statements or vouchers and such other
supporting documentation as it may, from time to time, reasonably require;
provided, however, that the amount available for such expenses may, at any time
or from time to time, be fixed in advance by the Board of Directors.
7. NON-COMPETITION. The Employee agrees that during the Term he shall
not, without the express written consent of the Corporation, engage directly or
indirectly (whether by means of stock ownership or otherwise) in any business
which is in competition, directly or indirectly, with the business of the
Corporation. A direct or indirect investment by the Employee in less than 5
percent of the total capital of any such competitive enterprise or business
whose stock is publicly traded shall not be deemed a violation of this Section
7.
8. CONFIDENTIALITY. The Employee acknowledges that in the course of his
employment by the Corporation he has had and will have access to confidential
information relating to the business and affairs of the Corporation, including
without limitation information relating to business ideas, trade secrets,
product development, secret processes, plans and/or materials, statistical
information and customer lists. The Employee agrees that he will not, either
during the Term or after its expiration, without the prior express written
consent of the Corporation, disclose, divulge, furnish, release or otherwise
make available to any person or entity any of such confidential information,
except for: (a) disclosures made, in furtherance of the Corporation's interests,
with the approval or at the direction of investment bankers (if any) retained by
the Corporation, and (b) disclosures of information which, through no breach of
the Employee's obligations under this Section 8, is no longer confidential.
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9. TERMINATION; SEVERANCE.
(a) TERMINATION. This Agreement and the Employee's employment
hereunder shall terminate at the close of business on the earliest of the
following dates:
(i) the applicable date of expiration of the Term provided by
Section 2 hereof; or
(ii) the date of the Employee's death; or
(iii) the thirtieth day following the date on which the
Corporation receives written notice of the Employee's termination of
this Agreement; or
(iv) the thirtieth day following the date on which the
Employee receives written notice of the Board of Directors' termination
of this Agreement with or without "Cause" (as defined in Section 9(b)
hereof).
(b) CAUSE FOR TERMINATION. For purposes of this Agreement, the
term "Cause" shall mean a reasonable determination by vote of a majority of the
members of the Board of Directors then holding office (other than the Employee
if he shall then be a director) that one of the following conditions exists or
one of the following events has occurred:
(i) the willful misconduct or gross negligence of the Employee
in connection with the performance of his duties hereunder; or
(ii) the Employee's conviction of any crime or offense
involving money, property or personnel of the Corporation, or of any
other crime which constitutes a felony; or
(iii) the Employee's use, possession or being under the
influence of any narcotic or controlled substance while at work, or his
being under the influence of any alcoholic beverage while at work.
(c) SEVERANCE PAYMENT IF TERMINATION WITHOUT CAUSE. In the event
that the Board of Directors shall terminate this Agreement without Cause, the
Corporation shall pay to the Employee as severance an amount equal to the total
compensation (including without limitation salary, bonuses (if any), benefits
(if any) and compensation (if any) in the form of stock or options to purchase
stock) payable to the Employee by the Corporation during the 12 months
immediately preceding the date of termination specified in Section 9(a)(iv)
hereof (the "Termination Date"). Such severance amount shall be paid to the
Employee in cash within 30 days following the Termination Date unless and to the
extent that the Employee determines otherwise. For purposes of calculating the
cash amount of such severance payment, any such compensation that had been
payable to the Employee other than in cash shall be valued at its fair market
value on the date it was payable.
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10. IN GENERAL.
(a) BINDING OBLIGATION. This Agreement shall be binding upon and
shall inure to the benefit of the Employee and his personal representatives, and
the Corporation and its successors and assigns, including without limitation any
successor to the business of the Corporation, whether by way of merger,
reorganization, transfer of assets or otherwise. The term "Corporation" as used
herein shall include such successors and assigns.
(b) NOTICES. Any notice required or permitted by this Agreement
shall be given by hand or by certified mail, return receipt requested, addressed
to the Corporation at its then principal office, or to the Employee at his then
residence address, or to either party at such other address as it or he may from
time to time specify for the purpose in a notice similarly given to the other
party.
(c) APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such State.
(d) ENTIRE AGREEMENT, ETC. This Agreement contains the entire
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, between the parties with respect to the subject matter hereof, including
that certain Employment Agreement dated as of April 1, 1999. No modification of
this Agreement shall be valid unless it is in writing and signed by the
Corporation and by the Employee. A waiver of the breach of any term or condition
of this Agreement shall not be deemed to constitute a waiver of any subsequent
breach of the same or any other term or condition.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the day and year first above written.
TRANSMATION, INC.
By: /s/ CORNELIUS J. MURPHY
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CORNELIUS J. MURPHY
Chairman of the Board
/s/ ROBERT G. KLIMASEWSKI
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ROBERT G. KLIMASEWSKI
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